Blue Sky Complex
by Charlie McPuffin IV
Summary: The Ponds have gone and the Doctor's on his own yet again. But what happens if a mysterious person happens to just be there?
1. Chapter 1

01

Signalling farewell to the Pond's the Doctor suddenly found himself, yet again and undeniably alone. "Oh it's alright," he said with a sigh while flicking a dial on the console. "A little alone time is alright." Looking slowly up he shook his head, who was he kidding? Being stuck alone with his own company – this was going to drive him mad if not more mad.

"It'll go well with the image, mad man with a box. I'm slacking slightly on the madness I feel." Wriggling his fingers he ran around the console and pushed random buttons as he passed. The TARDIS jumped into life with a flash of lights and sounds, clinging onto the bar behind him he grinned around the room.

It didn't take long for the TARDIS to lull to a stop and everything was still.

Flinging open the door the Doctor smiled widely at his surroundings – in the last few adventures London had been lacking in attention.

"You're in the way." A voice came from behind him. Frowning and strolling around the side of the TARDIS the Doctor looked confused at a young woman sitting on a bench clutching onto a sketchpad.

"You don't belong there...move." The Doctor just continued to stroll over to her with a ever confused expression. It was odd – you put a blue police box in a London park everyone ignores it the same if it was on a street corner. No one pays attention, except this time.

"A fellow artist I see? I've known many artists you know? May I have a look?" He questioned quickly, the woman just slid her green eyes up at him.

"No."

"Oh that's not fair! You're meant to say yes, because as an artist you want everyone to look at your work!" He whined slightly childishly, the woman stood up while tearing the page out of her book. Turning the page around the Doctor eyed up the rather apocalyptic drawing of the London scenery from where she was sitting.

"You're not meant to be there." She pointed out again while giving him the page and turning to walk off, the Doctor was to busy holding up the page to the park in front of him that he didn't actually realize she'd left until he turned to talk to her.

"You know you have a very bleak outlook of London," he said while eyeing the air next to him where she was standing. "Bleak and disappearing." He pondered while carefully folding the page up and putting it into his jacket pocket.

"So!" He said slightly out of breath after he ran down the street after her. "Curious where ever did you get your bleak artistic style?" The woman looked up at him and frowned.

"Stop following me."

"I've only just started following you, you make it sound like I've taken to following you around as a hobby. Now that is a weird hobby if ever I've known one."

"It's considered stalking."

"Are you calling me a stalker?"

"Yes." She answered sharply while picking up her pace while wrapping her coat more around herself. It wasn't exactly cold yet this woman seemed to be severely suffering from some sort of heat withdrawal.

"Well that's not very polite of you."

"Coming from the stalker."

"I'm not a stalker."

"Then stop following me." She looked up at him and then pointed at him, "Nice bow tie." She stated before walking up the steps of some building. The Doctor taking kindly to her words played with his red bow tie with a small grin. "You really think so?" He asked while easily catching up to her again, she muttered under her breath and looked at him.

"Seriously leave me alone."

"Why are you so mean?"

"I'm not mean I just don't take kindly to being stalked."

"I'm not stalking I'm following, for all you know I could be a new student at the Royal Collage of Art."

"Are you?"

"No."

"Exactly." Waving a hand over her shoulder she disappeared into a room quickly, only to reappear to see him still standing in the corridor looking a little disheartened.

"So," hearing the same voice but a little more interested the Doctor looked behind him, he was busy eyeing up the interior design and yet again didn't take notice of the woman walking off. Taking off her hat to reveal curly short black hair she nodded at him, "What are you doing here?"

"I'm exploring, I used to come here a lot you know? Quite the regular visitor some may say." He rambled out, she nodded slowly which caused her curls to bounce slightly.

"If you know this place so well then you don't need to explore. Exploring is pretty useless if you already know the place you're visiting."

"Very smart of you," he grinned slowly at her, he jumped forward slightly while taking his hands out of his pockets. "Is this your classroom? Do people still have classrooms? Or is it a studio?"

"Actually it's the woman's toilets." She slid back into the room and clearly on the door was the little stick figure symbol of a woman.

"Alright wise guy." He crossed his arms and shook his head, the woman appeared a few minutes later and walked back towards the door. "Are you actually enrolled here?"

"Yes. But I don't have many lessons, I do most of my work at home. Or what you can call of home." She stopped and narrowed her eyes at him. "Why am I telling you this? Hold on! Why are you even still near me I told you to leave me alone."

"I asked you a question, and you didn't answer it."

"What was it?"

"Where did you get your bleak artistic style? Your drawing," he produced the drawing from his jacket pocket and unfolded it and looked at it. "Its detail is outstanding I'll give you an A for that," he winked at her, she rolled her eyes away from him. "Really most artists struggle with detail yet your drawing is exact. Not a building or a leaf," he squinted at the drawing of the trees. "Out of place. How'd you do it?"

"My heads muddled."

"Nice excuse."

"It's not an excuse." The woman unlocked a door which he hadn't realized he arrived in front of. Walking in he noticed how people looked away from her, walking up the stairs people even avoided to walk down the other side.

He frowned lightly and looked at them, getting close to a man who was practically squished in the corner he looked him over. Shaking his head not being able to figure out his problem he ran off after the woman. "You have some really lovely flatmates."

"Their not lovely and their not my mates." Unlocking another door the two of them walked in, he more like barged past her and into the apartment before she could slam the door in his face.


	2. Chapter 2

02

"Muddled?"

"Fuzzy."

"But muddled? What do you mean muddled? Puzzle muddled or just muddled?"

"Fuzzy."

"Fuzzy and muddled are different things you said muddled first you're changing your story. Get your facts right first." Doctor had taken to walking around her apartment and looking over things, her walls were filled with drawings which were pinned on.

Frowning he stared at drawings of things he'd met in the past, things which no one could possibly know of. Turning to look at her she sat looking out of the huge window which was in the room. Unpinning a drawing he walked up to her, "This," he waved the drawing in her face. "How'd you know of it?"

"I don't know," she snatched it from his hands. She generally looked confused, "I don't remember drawing half of these." She confessed and sounded very honest, "I don't even remember enrolling into the college."

"Tell me," Doctor crouched in front of her, "Why is there no one else on this level of the flat? Surely students and families alike are in need for places to stay so why not this level? What is so wrong with it and why are you on it if it's uninhabitable by other people?" He questioned simply, she lowered the drawing and stared him in the eyes.

"I think it's me."

"Now that's being silly, you're apparently just suffering from a muddled fuzzy head you can't stop a whole floor of a flat apartment from being habited." He stood back up, straightening his trousers he looked down at his shoes. "You're just a fuzzy muddled headed person who knows of things which no person should know of." He said seriously while eyeing up other drawings.

"Apparently," the woman said getting his attention, he moved away from picking up pots and vases and looked at her. "There's something up here."

"Apart from you?"

"Apparently but that's a load of rubbish since moving in here I've been on my own up here. No one has come into the other apartments and no one has left."

"That's interesting."

"It is?"

"Not that this vase," he held a vase in front of his face and looked at it, the woman stood up and disappeared out of the room – only this time he noticed unlike the other two times. "Mind if I go exploring?"

"Not in here you're not."

"Fine I'll explore the rest of the level."

"Have fun."

"I'm sure I shall," he walked over to the door slowly not before looking at a family photo on the wall. "Say," he peeked around into the kitchen part of the apartment. "Care to come with?"

"Care to...? No not with a stalker."

"I told you I'm not a stalker."

"You follow me to collage, you follow me home – you barge into my home and take things down-"

"It was one drawing." Doctor pointed out firmly, she waved the kettle at him. "Tea?"

"What? This conversation is going off on a tangent."

"Story of my life."

"Haven't you got exploring to do?"

"Not before a nice cup of tea no."

"Who said I was offering?"

"You've set two cups out."

"Oh," the woman looked at the counter behind her. "I don't remember doing that."

"Do you often forget things? Short term memory loss perhaps?"

"I've never suffered from anything like that. I had amnesia though when I was ten, but everything came back but..."

"But?" Doctor pressed while taking the kettle from her hands and filling it up with water considering she was evidently to busy staring into space to do so. _If you want a good cup of tea made you have to do it yourself. _The Doctor thought while putting it on and turning to look at her, she blinked and slowly looked at her hands. Obviously looking for the kettle, "I was eleven a year or so into trying to get my memory back that I started to draw them." She nodded back out to the main room and at the drawings on the walls.

"Some of those are from when you were eleven?"

"Yeah so what?"

"They look no different to the picture you showed me today. Doesn't that seem a little...odd?"

"I never thought much about it. I don't tend to look at them."

"They're pinned to your wall, clearly you put them there how can you not look at them?"

"I don't remember putting them there and I don't spend much time in there."

"Where do you?"

"Oi!" She exclaimed while turning to look at the boiling kettle, "Never you mind where I spend the most time in my own home."

"It doesn't feel very homely though does it?" He said simply while she nodded her head agreeing with him – which was something he wasn't expecting.


	3. Chapter 3

03

Sitting at the dinning table the two of them stared at each other.

The woman ended up making toast and spaghetti for herself to eat and he raided her cupboards for food and failed.

Fish fingers and custard would have to suffice for the time being, although since regenerating they really didn't have the same taste.

"So you have lived here on your own for how long?"

"Since I was eighteen."

"Eighteen and living on your own, and in London wow check you out." Doctor winked at her while dipping a fish finger in the custard, she pulled a face and looked at her toast and spaghetti. "Want to try some?"

"I'll pass."

"No one ever wants to try any."

"Probably because it's disgusting?"

"Is not, it's better than your spaghetti, is that character spaghetti too?" Doctor practically laid on the table to grab her plate and look at the shapes. "Alphabet spaghetti, need to refresh your memory?"

"No."

"Moving swiftly on muddled fuzzy headed woman!"

"Phil."

"Where?" Doctor looked sharply over his shoulder, the woman coughed awkwardly and drunk some of her tea. "No, I'm Phil."

"But that's a boys name!"

"Philippa isn't though is it?" The dark haired woman said sharply while picking up her fork to pick up some toast and spaghetti.

"Doctor."

"Where?" Phil mimicked and looked around and then at him. "Are you actually a doctor?"

"Why ever do you ask Phil?" He questioned with a wide smile finally happy that his persistence of sticking around had forced her to tell him her name.

"You look as far away from a doctor than I do a astronaut."

"Well I don't know about that." She just raised an eyebrow at him and finished eating. "But yes! I am a doctor I even have a doctorate in cheese making." This just caused Phil to choke slightly on her toast and look at him.

"Cheese making?"

"Oh well you're jealous I know."

"Quite." Nodding slowly she cleared up and sat back down to hold her cup of tea.

"You're one of the first people to not question what I'm introducing myself as."

"Sorry that's not a name, what's your real name? Give me a break I knew somebody who called himself Bodybag."

"Bodybag?"

"Yeah long story...which I can't remember."

"You really have a problem remembering things don't you?" Doctor jumped up, with his fish fingers and custard and stood in front of her. Staring into her green eyes he frowned, making a slight humming sound he put the bowl of custard down to pull out the sonic screwdriver and flash it over her. Shaking it and looking at it he frowned again, she just looked up at him blankly.

"You're a very acceptant person Phil." Doctor stated while still standing in front of her. "You witness a man walk out of a box which appears out of nowhere. Instead of freaking out like most normal people would do you tell him to move. Then you call him a stalker but that's something else," he waved a hand at her. "And you've drawn things which you couldn't possibly understand, and can't remember doing so." He sat on the edge of the table, Phil picked up her cup and drunk some of the tea. "Phil who are the people in the photo?" She nearly spat out her tea from the sudden topic change. Narrowing her eyes up at him she stood up and walked out of the kitchen, not without him trailing behind her. Pointing to the photo Phil sighed, "That's my mother, father and brother and me."

"Why is it the only photo in the whole room?"

"How am I meant to know?"

"You live here," Doctor stated slowly while looking at the photo and then at her, she scratched her head in thought. Something really wasn't right here, it was just becoming more obvious by the second.

"How did you come up with these?" He moved away from the photo which was clearly causing her some sort of stress. Unpinning a drawing of a Slitheen he winced slightly at it before turning to show her, her green eyes didn't want to look at the drawing she'd done but she did anyway. "Do you know what this is? Do you know what any of these are?" He questioned bluntly, Phil moved away from the photo and took to looking at the drawings, she acted like it was the first time she'd ever seen them.

Stopping and turning around she crossed her arms over her grey jumper, "No."

"Is that a no to all three questions I asked?"

"Yes it was."

"Right! Well good thing I know enough for the two of us, if you want any background information about this critter and the others just come to me." Doctor rambled out with a grin his seriousness suddenly disappearing for a moment to let Phil calm down and not feel like she was being interrogated.


	4. Chapter 4

04

Phil stared a the lanky man who was still waving a drawing at her, she frowned and watched him quickly run a hand through his short brown hair before jumping to walking over to her.

"Time for exploring yes?"

"Go right ahead." She nodded to the door and moved away from him and went to sit down, she looked up at him. He waved his hands at her and then flung his arms in the air in defeat.

"You're meant to come too! What's the fun in exploring on your own?"

"I," she said and then shut her mouth, Doctor raised an eyebrow in her direction. Shrugging and shaking her head she didn't move from her chair by the window. "Don't know." Phil finished while leaning her head against her hand. Doctor sighed and took a step forward, "You say that a lot."

"Yes I do realize."

"Why is it you don't know or remember things?"

"Am I meant to know?"

"Not really, if you don't know or remember things then how can you know how to answer that question?" Doctor said simply, Phil just looked up at him wide eyed. "Anyway!" Clapping his hands together he walked towards the door, "Exploring, let us see why no one wants to live up here with you." He opened the door and then walked out, Phil sighed and then jumped when he peeked back around it. "Are you sure you don't want to come too?"

Phil stood up and grabbed her keys, Doctor grinned like a little child happy with his nagging to work. "Lead the way Phil, because you know this building better than me." Doctor jumped to walk behind her. "Why is it so dark?"

"The lights don't work all the time."

"Well that's just weird, you'll be stumbling in the dark come winter time. I take it it does still get rather dark and gloomy in December?" Doctor questioned before Phil could answer he spoke again. "But at least the gloom will be shooed away by Christmas lights! I love Christmas what did you do last Christmas? I went sleighing with two friends and a shark, that was an odd but great experience." Doctor looked down at her considering she was a good few inches shorter than him. Phil frowned trying to remember last December and the main holiday in the month. Truth being she actually couldn't remember last week let alone last Christmas.

"You don't remember do you?"

"No."

"I wonder why...I also wonder why someone's affecting your memory, I mean you're just a lonely college student trying to get by and graduate. Your memory should be filled with drunk parties and whatnot, yet you don't have memories do you?"

"No." Phil answered again although not truly happy with the description he gave her of herself.

"What is the last thing you do remember Phil?" Doctor asked while the two of them continued down the poorly lit corridor. Phil frowned and tried the light switch, but to no avail the light didn't turn on.

Phil crossed her arms and frowned, "The crash."

"Crash?"

Phil frowned more and then clutched onto her head, "And that ringing."

"What ringing I can't hear no ringing," Doctor said while pulling out that weird torch again and flashing it around, looking at it he frowned and put his hands on her shoulders. Leaning down slightly to her level he frowned. "Phil? Phil! That ringing where is it coming from?"

"I don't know," she said through gritted teeth, he shook his head and looked around and then back at her.

"Yes you do, you've always known where this ringing has come from. That is why you never venture down here to this part, because of the ringing. You explored when you first moved in to see if there was anyone else up here but there wasn't. What you got in return was a ringing sound and a huge headache." Phil slowly opened her eyes and looked behind him, following her gaze he stood up and looked down at the shadowed corridor. There was something moving down there, not that either of them could really see it but they certainly heard it shuffle around.

Doctor took a step forward just as the ringing sounded louder to Phil and she fell to her knees, by now the ringing was a dull sound to the Doctor. It wasn't nearly as annoying to him as it was to Phil. She put her hands over her ears to try and block the sound out, squinting forward Phil frowned at the tall man waving that torch around before collapsing to the side still holding her head.

"Its stopped," Doctor said referring to the ringing and then looked around, "Oh no Phil! Phil hey wakey wakey Phil." He knelt near her and shook her by the shoulder, she was out. Completely out for the count, hearing shuffling again he looked over his shoulder.

The thing in the dark remained hidden, but at least Doctor knew something which Phil told him was true. She wasn't totally alone up here, but that just led to who or what this thing was.

Regardless Doctor looked down at Phil, "I wanted a nice visit around London, see some familiar sites and this pops up. Shouldn't complain really I guess it's killing some boredom, I do get bored rather easily." He rambled out as he put the sonic screwdriver back into his jacket pocket. "Well we can't just leave you here now can we? Because you're clearly not going to get up and walk." He said while rubbing his hands together and then reaching down to awkwardly pick Phil up and walk back to her apartment.


	5. Chapter 5

05

Waking up sharply Philippa shot up and then clutched onto her head.

"Head rushes are awful aren't they? The quick sharp shooting thumping in the ol' noggin, I guess that's better than that annoying ringing. What is with that annoying ringing sound has it always been hanging around here?" She sat back down and slowly opened her eyes Phil looked around the room, she was in the living room, she shook her head and shot up only to almost fall over.

Doctor was sitting on the floor surrounded by some of her drawings. "What are you doing?"

"What are you doing? You lose consciousness and suddenly you're up jumping around, you do realize that's a very silly thing to do? Stop being silly Phil." He spoke while picking up a drawing and frowning at it, turning it around he shook it slightly at her.

"What about it?"

"How do you know of the TARDIS exploding? A good artist friend of mine drew something similar...although his was more colourful." Doctor looked back at the pencil sketch, all of her drawings were done in pencil or charcoal.

"That blue box has a name?"

"Hey don't speak about her like that!" Doctor shot up and pointed a finger at her, Phil pushed his hand out of her face and walked stiffly off to the kitchen. She later returned with a glass of water, "Phil I need to ask you some questions."

"More questions?"

"Well yes more questions, wait! What do you mean more? I've been rather well behaved in question asking since meeting you."

"That's a lie all you've seemed to have done is ask me questions." Phil said annoyed while sitting back down and eyeing up the drawings which he had unpinned from the walls.

"I'm a very curious person what can I say?"

"That's all you can say."

"Spoil sport, right!" He rubbed his hands together and looked at her, "Before you went off into a minor sleep, if that's what you can call it, you said something about a crash. It was apparently the last thing you properly remember. What crash is it you remember Philippa?"

"We were in a freak car crash apparently. I don't know how a car crash can be classed as freak though...surely they happen enough. If one gets called freak wouldn't they all?" She spoke slowly and calmly while looking down at the clear liquid in her glass. Doctor looked at her sadly, taking a look at the family photo and then at her he sat down on the window seat near her chair.

"What made this crash freak?" He said and then shook his head, "Unusual...calling a car crash a freak just doesn't seem normal."

"You're not normal so you can call it a freak." Phil muttered while earning a sidewards glance from the man beside her. Drinking some of her water she sighed, "I don't know." She paused to look up at the ceiling. "We were just driving...we were going on holiday to...Paris?" Phil said struggling to properly remember the details although she got there eventually. "Tim and I were talking about cartoons, I was ten he was eight cartoons are about the only thing young children can talk about." She explained simply, he shrugged and gave her a quick nod. "Next thing I know I'm upside down, and it's dark...very dark and very cold. But it was early afternoon when we were driving, so how could it be dark?"

"Could you see anything Phil?"

"Just my breathing it came out like a little cloud. I looked to the side and it's black, I can't see anything I only remember who's in the car with me. So I call out for Tim, and my mum and dad. I get no reply – which of course makes me panic. There was a light then and I realize that we're moving, not moving, sliding. We come out of a tunnel and it's bright, it's so bright and so blinding. I see everything then. It didn't take long for the rescue services to jump into action, I spent three months in hospital." Phil paused to drink some more of her drink.

"How was this crash unusual?" Doctor pondered while standing up and walking around in thought.

"Maybe because there was no traffic."

"What?"

"Exactly, there was no traffic, this is London we're on about right? How couldn't we crash into another car? The car just somehow upturned and skidded all the way down the tunnel. From the beginning to the end we skidded and tumbled, when the car reached the other end the firemen and police looked confused at the car."

"What's so confusing about a car?"

"It wasn't scratched."

"It wasn't you say? Wait! Wasn't? Not even a tiny little hairline crack?" Doctor exclaimed, she shook her head no. "Now that is what one would call a freak accident."

"I know, it is the last proper thing I remember. That is from when I was ten, from the age of ten to now is a blur."

"How old are you now?"

"Nineteen, I'll be twenty in a few weeks."

"Oh well happy birthday for then. Tell me Phil, is there an upstairs?"

"No, this is the last level."

"Then why can I hear footsteps from above?" Doctor looked up and so did she sure enough shuffling footsteps could be heard from above them.

"Those can wait for a minute because it doesn't sound like they're going anywhere fast." Waving a hand to the footsteps which seemed to be going around in a circle he pointed at her. "How do you draw these? It really bothers me, I think I should feel slightly flattered that I have a fan who draws nearly everything that I've done." He paused to look at her, Phil looked up at him boredly. "Ha! Who's the stalker now?" He said triumphantly Phil shook her head and ran a hand through her curly hair.

"I don't know who you are. I've only drawn these from what I've seen in dreams and visions."

"You have dreams and visions? Now that is even more interesting. I just thought you were a livid teenager but you're becoming increasingly more interesting Phil, real bag of tricks you are."

"And you're becoming ever more creepy and weird but hey what the hell!" She said while rubbing her head, it still hurt from the annoying ringing from earlier on.

"What happens in these visions and dreams? Surely you see more than a few things?" Doctor questioned as she reached out to put her drink on the small table near her chair. Phil stood up and walked over to him, she crossed her arms and looked up at him. He just blinked and stared at her, "Yes hello!" He waved happily with a grin, Phil reached out and put her hands on the side of his face, pulling him to her level she leaned her forehead against his and shut her eyes.

Looking at her confused he was about to question her until a few seconds passed and many of the things in her drawings flashed into his mind. Pulling away he pointed at her, "Why are your visions of me? Isn't that a little creepy?"

"Acceptance." Phil said while turning and walking away from him, "It's not just of you don't flatter yourself. You just happen to pop up now and again." She looked outside at the London cityscape and sighed. "Face it, I'm all alone here and you're all alone in your box."

"TARDIS." He correct while pointing a finger at her, he waved a hand, "Oh what the hell you'll keep calling it a box." Phil just smiled and nodded, "Aha!" He exclaimed and tapped her on the shoulder. "A smile! Knew you couldn't stay grumpy for to long my ways will rub off on you eventually."

"What to the point that I wave a torch around and walk out of a box?" Phil questioned simply while Doctor pouted childishly and waved his hands dramatically in the air. "It's not a torch! And she isn't a box!"

His outburst just caused Phil to let out a laugh and pinch the bridge of her nose, "You're insane."

"I'm happy to hear that the mad image is boosting back up. You don't know how hard it is to get called a mad man with a box and notice the madness part of that description slide slightly."

"If it's not a torch what is it? And if it isn't a box what is it?"

"Oh check you out suddenly questioning everything. What's snapped you out of the slight livid behaviour?" Doctor questioned but didn't allow her to answer because he pulled out the screwdriver to wave at her.

"That's a torch."

"It is not," he said exhausted with her determination of calling it a torch. "Look," pressing a button caused it to light up with a green glow and make familiar sounds.

"Ok it's a musical torch."

"A musical – what the...?" Doctor said incredibly confused and even more exhausted by her determination. "Is there such things as musical torches?"

"I don't know you have one. Where'd you get it from?"

"Never you mind and it isn't a torch nor is it a musical one! It is a sonic screwdriver," he stuck his tongue out at her while putting the screwdriver back in his pocket. Phil nodded slowly and crossed her arms, she had a puzzled look on her face, turning away from the window she picked up a sketchbook and flicked through it.

"Screwdriver?" She mused and gave him the book, Doctor took it and flicked through he looked a little startled at the drawings of the different sonic screwdrivers he had had in every regeneration. The only one missing was the one he had at the moment.

Looking at her still confused Phil shrugged, "I wondered what they were."

"Are these the only drawings you remember drawing?"

"Would it sound weird if I said yes?"

"It does but that's fine! I say weird stuff all the time, love a bit of weirdness." He said while still looking over the drawings, Phil looked over at them too. Noticing her interest Doctor looked at her, "See this one looks more like a torch."

"Penlight you mean."

"There's just no pleasing you is there?" He asked, Phil shrugged, Doctor looked back to the first screwdriver he had in his first and second incarnations. "I used this to crack the code for an aerodynamic shuttle, and of course opening hatches and panels and boring stuff like that. It was also a good screwdriver, and I mean an actual screwdriver just without touching the screws." He explained, she drew them so he thought he'd give her a little history lesson on them. Doctor looked down at Philippa who just nodded at him to continue. Turning the page he tapped the page and the drawing, "This had interchangeable heads, each with a different functions."

"What's with the stripes?"

"I just jazzed it up slightly." Doctor smiled widely at her, "It was very good for undoing things and did its part as a booby-trap...as well as to distract giant maggots but that's another thing completely!" Doctor took one last look at the second screwdriver he had in his third incarnation and turned the page.


	6. Chapter 6

06

Looking at the other drawing he sighed, "It never had interchangeable heads."

"Is that a bad thing?"

"Well I'm not to sure now that you mention it," Doctor said simply while looking at the simple screwdriver drawing. "This one was very good for making things blow up and damage things on a whole." Turning the page he frowned, "Now this one really was a torch." He explained about the screwdriver he had in his seventh and eighth incarnation.

"I knew one of them was bound to be a torch."

"Alright wise guy," he said simply while looking at the drawing on the other page, Phil looked up at him confused when he looked fondly at the simple drawing. "What is it?"

"Oh nothing really just thinking – it got burnt out thanks to an x-ray machine."

"That's annoying."

"True," the Doctor took one last look at his previous lives screwdriver before closing the book. "You've not added this one in yet," he quickly took out the screwdriver he had at the moment and waved it at her. Phil frowned and took the book from him, "Fine I'll add it in now." Doctor beamed and nodded, "It'll feel lonely and left out."

"How come it looks different than the others?"

"What do you mean? It looks fine to me!" He said defending his sonic screwdriver, Phil put down her pencil, "It has copper plating, the others didn't. It has claws, the others didn't."

"There's really no pleasing you is there? This is more than just a sonic screwdriver."

"Why what else does it do?"

"No no," he waged a finger at her, Phil returned to her drawing and after several minutes showed him the picture. Yet again the detail was uncanny, "Now it's in with the others."

"I don't suppose you have any other drawings from the past do you?" He pondered while putting the screwdriver back in his pockets and took to rummaging in other sketchbooks. Phil shook her head, "I wouldn't know...maybe?" She put the sketchbook down and stretched her arms out in front of her. Yawning she put a hand over her mouth, Doctor looked over his shoulder at her, "Humans need to sleep! I forgot..you lot love to sleep and have little trivial things like getting up and watching cartoons while eating cereal." Phil just looked at him, "Don't look so shocked or confused or whatever that expression classes as! You draw all this lot, see me walk out of a box and think everything is normal?"

"You're far from normal."

"Exactly – hey!" He exclaimed and walked up to her Phil curled up in the chair and shut her eyes. "I get it, you're an alien."

"I don't take kindly to that, you don't see me calling you human, or meatsack or meatbag." Doctor listed, Phil opened her eyes and looked up at him. "And yet you still don't seem surprised or shocked."

"As you said, I've drawn all of those and have done since I was eleven, not a lot could surprise me now."

"Not even being in the same room as an alien for the past four hours?"

"You called yourself an alien." Phil pointed out while yawning again and shutting her eyes, Doctor crossed his arms. "You better not sleep for long."

"Humans tend to sleep for eight hours."

"What am I going to do for eight hours?"

"Try and figure out what's upstairs?" She said quietly while drifting off to sleep, Doctor took one last look at her before looking around the room. Taking a step away from her he took to looking around her apartment. There was nothing out of the ordinary – expect lack of photos and the homely touch. It was just like someone had put her in this apartment and left her to it. Looking at her sleeping he frowned lightly, maybe that is what happened?

Turning to the door he listened to the shuffling from down the corridor, opening the door and turning to lock it from the outside with the screwdriver he took off down the dark corridor.

"So there's something down here? Why isn't it registering?" Doctor whined while looking at the screwdriver which was telling him that there was nothing down there. "But there is! There is I can hear it...I would rather see than hear, but I'll take the hearing." He rambled out simply while turning the corner. "There's a lot of turns for a rather small apartment." He pointed out and then stopped, "Oh hello there," he waved to someone who was sitting down in front of a door. "What are you doing out here in the dark? The dark isn't really somewhere for someone to hang out – what do teenagers do these days? Draw alien related images and hang out in dark corridors...anyway!" Doctor exclaimed while waving his hands down at the person, who didn't even register him being there – it was just like talking to Phil – more like talking through her and to himself. "Do you hear that shuffling? Do you know where it is? Also do you hear the ringing? I don't just thought I'd ask someone else," he shrugged and frowned lightly at the person. Extending his arm he pointed the screwdriver at the figure. "Not registering for a reason huh?" He said while eyeing the person, the person whose life had ended. Despite that fact the Doctor pressed on and stopped at a slightly ajar door, waving the screwdriver over it before pushing the door open he looked around.

"Hello?" He said quietly while pushing the door more open and stepping into the room, it was dusty it was dark and it was depressing. "What a place, makes Phil's place seem normal – semi normal for a human." He pondered and shut his eyes slowly, opening them he looked over to the corner. "You're going to stay there aren't you?" He questioned, "I take it that time loop didn't do to well, but I met you before – in fact if I remember rightly – you drained the life energy right out of me. Heck I could of died," Doctor gave a shrug. "I should have known more of you would be around." The thing in the corner stood up and was so obviously three heads taller than himself. "Well! You don't seem to be in a very talkative mood so I'm just going to leave," Doctor grinned and turned back to the open door, he walked out and slammed the door shut. Locking it from the outside he took off running down the corridor back to Phil's flat.

Practically collapsing through the door the Doctor woke Phil up she jumped and looked around wildly. "What?"

"I really dislike meeting old friends."

"Friends?"

"Ok I lied more like foe, but anyway! Now we know who is hanging out in the other apartments." He explained while pushing away from the door, Phil settled back in her chair and crossed her arms, letting out a yawn she waved at him. "What's in the other apartments?"

"A Fendahl."

"Like I know what it is."

"Oddly you don't, it's about the only thing that you've not drawn. Which I find very strange, you draw all these other things yet not the one thing which is living less than four doors away from you. Oh!" Doctor exclaimed and hit himself on the head, "I'm so stupid! Well actually I'm quite brilliant the majority of the time – ok some of the time – no alright all the time." He bragged and then looked at Phil who looked at him confused. "Tell me I'm brilliant Phil! Please because I've just figured everything out!"

"You're brilliant, now please calm down." She stood up and practically pushed him to sit in the chair that she was sitting in, no sooner had he sat down did he shoot back up again. "They feed on psychic energy! Don't you see what this means Phil?"

"No."

"You do! You really do you're just not using that thing in there," Doctor tapped her on the forehead, she flinched and rubbed her eyes. "I think it's called a brain." He said while Phil just narrowed her eyes up at him and sighing.


	7. Chapter 7

07

A few minutes passed and Phil shrugged, "I don't know."

"You just want me to tell you all the answers then huh?"

"Yes please." She nodded and got pushed to sit in the chair while he took to pacing in front of her. That action was just making her feel nervous, "They feed on psychic energy," he glanced at her she nodded. "Which means that they've been feeding off of you."

"They? I thought there was only one. And I'm not psychic...that's stupid."

"Ok _it _has been feeding off of you. Is that any better honestly? Stupid? What's so stupid? Loads of people would like to be psychic ya know," Doctor waved a hand at her, Phil looked at the floor and then back up him.

"The people..."

"They're all dead, and I am sorry for that, I am sorry that none of them could be saved."

"I was actually going to ask if they were all psychic on this level, but now I feel idiotic for saying that. They're dead? There were people on this level? And they're dead?" Phil asked getting a little hysterical by the end of her sentence. Putting his hands on her shoulders he looked at her seriously, "They are but you're not...which just leads to why? I mean on the grand scale of things you may have psychic energy, a really pathetic amount which wouldn't last long in the way of food...unless..."

"Unless?"

"Oh!" He exclaimed and jumped away from her, Phil flinched and looked up at him a little startled. "The car wasn't scratched."

"What?"

"The car! You're car, you're families car wasn't scratched."

"So?"

"You're psychic and you're little and you're so very scared in a car accident what do you do? You try and protect those around you – but it was to late..." The Doctor said slowly and quietly, Phil frowned lightly and looked up at him. He looked sidewards at her and put his hands on her shoulders again, "Philippa? I have a feeling this Fendahl has been with you for a lot longer than you have been living here."

"What do you mean?"

"You started drawing when you were eleven? This Fendahl linked onto you because of your psychic energy, it too was alone, although I doubt it was scared." He paused and looked back at her. "Its been feeding off of your energy all this time." Phil just looked at him confused, "An unlimited psychic energy source in the form of a small child...but you linked with it too. That's where your weird visions come into it. You showed me them didn't you? Do you remember doing that earlier on?"

"Sort of...yes..."

"Very few people can do that, I've only known a handful of people to do that, I am in that handful but that's something else." Doctor said simply, Phil just nodded not knowing what else to do. "That's a telepathic link and through that link you saw what the Fendahl has seen. But then you branched out and clearly somehow linked onto me, flattered really I am." He winked at her, Phil just looked up at him still very confused.

"What do we do?"

"Now that's the thinking!" Jumping up and pacing again Doctor put a hand under his chin in thought, "The Fendahl can literally suck a soul from someone."

"And that's what happened to the other people on this floor? Are you saying that when I arrived this...thing...the Fendahl was already here?"

"I think so."

"You don't know?"

"Well I don't know everything Phil! I know practically everything but not absolutely everything, seriously...you clearly expect so much."

"But you know so much about this I thought you'd know if it was already here when I arrived."

"Plausible, it could have come here when you were about to move in. Tell me throughout the year of you being here did you see anyone?"

"No, I already told you. I've not seen anyone come or go up here."

"So it could have been here a day or so before you arrived and well...you get the picture I don't need to explain." Twiddling his fingers he rocked on his heels slightly and looked down at her, Phil bit her lip and stayed staring at the floor.

Doctor sighed figuring out that all this was a little much to take on, it's one thing to sit and create the drawings which were on her walls since she was eleven – that would be slow acceptance if not confusing acceptance – but to have someone just explain everything from when she was ten till now and make sense was something else completely.

"If we're linked if one dies would the other?"

"You better not be thinking what I think you're thinking. If so get that thought out of your head." Doctor said seriously, Phil frowned and stood up slowly, he watched her as she walked towards the family photo. She tapped the glass and looked at him, "I don't want to die, but I know for sure that the Fendahl doesn't either. But if one does die wouldn't the other be affected?"

"I don't plan on killing it nor witnessing your death either."

"But you hurt people." Phil said distantly with a blank expression on her face, Doctor frowned and looked at her. "Not intentionally." She slowly slid her eyes over to the windows and the darkening city beyond the glass. "Sorry what was I saying?" Phil blinked confused and looked around, looking at the photo she then looked at him. Doctor still stood looking at her seriously, "Did I just do something?"

"No! No of course not silly Phil why do you think that?"

"You were sort of glaring in my direction."

"No I wasn't I was merely thinking."

"So how do we get the Fendahl out of here?"

"I don't know," Doctor mused while sitting down on the window seat, either way something Phil said was true. If one was hurt the other would feel it, even more now that the two of them had linked somehow. Whether the Fendahl knew Phil had linked to it or not, "Is there a roof?"

"That's a silly question to ask! Of course there's a roof...what building wouldn't have a roof?"

"I mean is there a way to get to the roof?"

"Uh-huh..but that means..."

"Going down the dark corridor right?"

"Yes."

"And you don't want to do that do you?"

"No."

"Why not?" Doctor leaned against his knees and looked at her. "You now know what's down there surely some of the fear has gone no? Trust me they're not as scary looking as you think."

"It hurts."

"What hurts Phil?" He stood up and walked over to her, she looked up at him slowly. "The more you go down the more it hurts right?" She just nodded to his question, "That's because the closer you get the more it's killing you."

"I feel sort of like Icarus getting to close to the sun." Phil pouted, Doctor grinned at her and laughed. "He was a funny fellow no? But that's the spirit to have Phil! We will figure out how to set the Fendahl free from this place and allow you to get some memories back." Doctor said suddenly loosing his seriousness, Phil nodded and walked past him and into the kitchen.

"So if we're going to be saving this thing..." She trailed off from the kitchen.

"We're? We're..? You're helping? Oh good one! Nothing like a helping hand." Doctor clapped his hands together and walked into the kitchen. Phil waved the kettle at him, "Not before tea," he pointed a finger at her and a smile slowly spread across his face. "I suddenly love the way you think Phil. Very much so!" He jumped around raiding her cupboards for two mugs, although he ignored the random outbursts of Phil who was telling him where they were. In fact he just liked opening and shutting doors.


	8. Chapter 8

08

"So you've already met a Fendahl?" The two of them were sitting at the dining table again, the Doctor grabbed a digestive biscuit from the packet which Phil had hunted out. "Shame you had no jammy dodgers but oh well, yes! Yes I have and on all accounts the experience has not been pleasant."

"Sorry," Phil laughed slightly while getting a biscuit too. Dunking it in her tea she ate it, not without slamming her hands on the table and drumming her fingers. Doctor looked up at her confused, "Ah! It burns..." She said while fanning her hand in front of her mouth as if that action would cool her burning mouth down. Doctor grinned and laughed at her, "Shhh! It's not funny! It hurts," she said while fanning her mouth again, Doctor shook his head and leaned his head against his hand.

"This is weird, something doesn't make sense. Fendahl's can kill a lot of people, get enough together and they can wipe out a whole world. So why is it it only killed the other people on this floor? Why not the other floors below?" He mused while drinking some of his drink, he made a sound and looked at her. "No milk?"

"No..sorry...we used it up earlier on."

"Shame," Doctor said while drinking some more although he just ended up burning his mouth again. "Learn from mistakes man!" Phil laughed and pointed a finger at him. "If the first two times burned the rest would too!"

"Spoil sport," Doctor put his mug down and drummed on the table. "Still doesn't make sense."

"You say we're linked? What if...through this link I don't know it can sense that I don't want them dead?" Doctor just slid his eyes over to look at her, thinking over what she said he shrugged.

"Plausible though that is you can't really overwrite natural instinct."

"Its natural instinct is to kill?"

"Aren't most natural instincts to kill? You as a human your natural instinct is to survive at all costs, laugh in the face of danger, care for those close to you. But then you also have the natural instinct to destroy and kill things which threaten and scare you." Phil looked at him seriously, Doctor just looked at her back and drunk some of his tea.

"What are your natural instincts Mister Alien?" Phil leaned back in her chair, Doctor puffed out his cheeks and exhaled slowly. "To protect."

"Shall we get going then huh?" Phil stood up and looked at him, he looked from her to his mug. "But I've not finished my tea!"

"We'll hot it up when we get back."

"Reheated tea? That is gross Phil! How dare you even suggest something like that to me."

"A man who feels passionately about tea, there's a first time for everything." Phil opened the door and the Doctor pottered out of the door while pulling out the screwdriver.

"Now Phil," he looked at her as she shut the door and stood beside him. "I may use some words which will obviously creep you out. Certain words have different effects on people, but just so you know. Everything's fine, trust me, everything is fine and will be alright."

"What sort of words?"

"Stress, death, doom...do I need to go on?" He questioned while she shook her head and followed him down the corridor. "I'll trust you this one time. On one condition."

"Oh conditions? I never liked that word always leads to loop holes and problems." Doctor said while following Phil to a door and opening it, she looked around the dark room and then at him. "You're making the tea when we get back." She waged a finger at him and shut the door to walk down the corridor. "Tea making I can do I was worried where this condition would go." He said while watching Phil open another door, he frowned, "Why are none of the doors locked?" He pondered and opened the door opposite to the one Phil had opened.

She'd walked into the room and was looking around, hearing a scream the Doctor bolted out of the room and pulled Phil out with his hand over her eyes. "Phil you alright there?" She shuddered and nodded slowly, "Maybe splitting up isn't wise." He removed his hand she shakily looked up at him and nodded in agreement. "You're alright," he gave her a pat on the shoulder.

Being confronted with a family still in their usual routine when they had died clearly affected the woman beside him to the point where she screamed. But then again it was most likely the first time she'd seen a dead person, let alone a dead family.

"Do you hear the ringing yet?"

"It's dull but yes. Why is there ringing?"

"I think perhaps it's a defensive thing, to stop you from getting close. But then why? If it's eventually going to kill you then why put up a barrier?" Doctor pondered, Phil stopped walking and looked at him. "Oh yeah sorry, I mean if it meant harm to you why put...up a barrier...Phil?" Doctor said while walking back to her. She slid her eyes up to look at him, "It would really kill me?"

"To live yes," he said slowly, "But it won't get the chance because I am here and it'll need to go through me first to get to you." Phil blinked and looked at him confused, slowly grinning he clapped his hands and took off walking again. "Yes well lets find where your little Fendahl friend has gone."

"It's behind me."

"No it isn't it couldn't be it was in the room right here I remember rightly. There was someone there," Doctor pointed to a door behind him then he waved his hands at the door in front of him. "I had a good conversation with them to no avail then walked in here, had a conversation with it and failed. I ran out of the room rather elegantly too I have to say," Doctor looked at Phil who stood stock still staring at him. "And locked the room...Phil don't move...just stay there and don't move a muscle." For once Doctor regretted not listening to someone earlier, the fact that the Fendahl had broken out of the locked room and managed to sneak around them both was something. The fact that Phil immediately knew it was behind her and told him was another.

The Fendahl was so much taller than her, green in colour with pink tentacle like tendrils forming from around its mouth which trailed down its chest. It didn't move and like Phil was staring at him, "Can I perhaps ask not to harm her, more like you will not harm her while I'm here standing in front of you." Doctor held a hand up for defence. "You're on your own, much like her, you're the one who caused her family to crash weren't you? That is when you discovered the huge amount of dormant psychic energy Philippa had wasn't it?" Doctor questioned simply.

The Fendahl made a strange gargling noise and moved one of its arms, or what could be considered as an arm. "No! No you will not hurt her." He said deadly serious, the arm lowered and the Fendahl looked down at the young woman in front of it. "You latched onto her and fed off of her energy for this long? Why? What do you possibly get out of this?" Yet again the Fendahl made a strange noise. "Companionship?" He said confused. "You're lonely? I can understand to some point being on your own and the last of your kind, not thinking that anyone can understand you. But that doesn't mean you link onto a human child and feed off of her for years. You're slowly killing the one person you oddly wanted companionship from, not only that your stealing her memories. She's seen you and the times she has you've wiped her memory because you share a telepathic link with each other. You may have been stealing her memories but she's been stealing yours and from that she found me. Or I found her, or we accidentally found each other." Doctor waved a hand at the two of them, Phil just squinted at him and ignored the ringing in her head.

"I will help you, honest cross my hearts and hope to...well we won't finish that sentence. I will help you get off of this planet. I cannot leave here knowing you're going to stay and slowly kill Phil." The Fendahl made a low noise and looked at Phil, who still stood looking straight ahead, she slowly turned her head to the side. "Phil look at me, don't look behind you." Doctor said firmly, she snapped her head forward again.

Seeing her reaction to the lifeless people he could only imagine what her reaction would be to the creature which had linked to her, and had been linked since childhood.


	9. Chapter 9

09

It wouldn't be the first time that the Doctor had witnessed an old foe change thanks to a human. Rose managed to change a Dalek merely by touch, and the Daleks themselves changed one of their own into a humanoid creature. Both of these times made one of his most deadliest enemies more sympathetic towards the human race.

Was it plausible for another old foe to get changed by a human?

Adding up the years while pacing to the side the Doctor snapped his fingers, "Nine years, you've been with her for nine years. You were both alone, and she was scared, and you showed her the greater things in the world?"

Phil and the Fendahl looked up at him, reaching up Phil put her hands over her ears the ringing sound becoming to loud for her. "You gave her strength to continue living while it benefited you." Doctor said slowly while Phil slowly fell to the floor on her knees.

"You keep this up and she will really die, and I get the strange niggling feeling that you really don't want her dead. You've grown up with silly Phil there," he twiddled his fingers quickly before eyeing Phil up, she was shaking and clutching onto her head tightly. "Please coming from someone who has seen this situation hundreds of times, and is very old and tired. Let Phil go, I'm not asking you to give her the memories back – because we both know that's impossible. Just let her go and continue with her life." Doctor said slowly and quietly, Phil by now was leaning her head against the carpeted floor, the Fendahl stood behind her silent.

It was silent in the corridor before the Fendahl gargled something, Doctor smiled slowly and nodded. "Well I'll tell her when the timing is right." He nodded again and watched the Fendahl back off, as soon as its back hit the wall did it disappear. "Teleportation? That's a new one wonder when you learned that trick?" Doctor looked around him and at the dwindling lights which were trying so hard to flick back to life.

Strolling over Doctor kneeled down next to Phil who was laying now still holding her head, tapping her on the shoulder he recoiled his hand when she flinched and looked around wildly. "Its gone."

"Just like that?" She whispered timidly, he smiled and nodded, her green eyes looked around before she slowly sat up and looked up at the lights, which by now had flicked back to life.

"Ow! Hey...what was that for?" Doctor whined when Phil hit him on the arm a few times, she grinned and pointed a finger at him. "You're words didn't creep me out!"

"Well that's certainly a good thing but I don't think you needed to hit me to tell me." Doctor said slowly while rubbing his arm, Phil shrugged and looked up at the ceiling. "Well as much fun as this is sitting here, I have tea to make." He patted his knees and stood up, "Come along silly Phil stop sitting on the floor half dazed." He extended his hand to her, Phil looked at his hand and then up at him. Putting her hand in his Doctor easily hoisted her up and patted her on the shoulder, "There we go Phil now I have to say your head may feel a little heavier because memories will come flooding back. Well when I say flooding I really mean they will trickle back slowly...so your balance may be a little off." Doctor explained while she opened the door to her home, Phil just looked up at him and rolled her eyes. "Ah I can see the excitement there...somewhere..." Doctor inspected her expression, she slowly smiled. "The memories scare me slightly in all honesty Doctor, half of me doesn't want to know what I'll remember."

"One step at a time Philippa."

"Spoken like a true doctor." Phil grinned and found two clean mugs for them being nudged out of the way to sit down Doctor waved a hand at her. "You sit right there, I shall fulfil this condition and make tea." He flashed her a grin while she rubbed her eyes and nodded slowly. "I know how to make tea, look at me making tea in a London flat how mundane is this? This seems so normal compared to what was happening less than five minutes ago, tea tea, kettle water...milk!" Doctor exclaimed the last word and looked behind him. "Oh Phil you make me feel so boring you keep going to sleep and spacing out." He sighed and looked at her, she was laying against her arms with her eyes shut.

"You're not boring."

"You're still awake! Good one at fighting the sandman there Phil." Doctor grinned, she slowly opened her eyes and looked up at him. "Not boring? Well I never liked the word and highly wish to never to be described as boring." He put the mug down in front of her, she slowly sat up and held onto it.

The two of them sat in silence but it didn't last long before the two of the talked and talked and didn't seem to want to stop any time soon. Eventually though exhaustion kicked in for Phil and she eventually went to sleep against her arms, still holding onto the mug.

"You had a close calling there Phil," Doctor said while standing up and taking the mug from her grasp and putting it in the sink. "You will be alright though you know? You have your doubts that I am sure of," Doctor paused and crossed his arms. "Good bye Phil." He stepped out of the kitchen, he took one last look at the drawings and left the flat silently.

Being back in the TARDIS control room the Doctor strolled around the console and frowned. He was stumped for a place to go for once the Doctor didn't know where he wanted to go. It had been a few hours since he had left Phil's home, he had spent that time exploring London again and then returning back to his home.

Hearing a knock on the door he jumped, "Knocking? As of some one gently rapping, rapping at my chamber door." The Doctor said and leaned his head against the door as the tapping continued.

"'Tis some visitor,' I muttered, `tapping at my chamber door – only this, and nothing more.'" A voice replied from the other side, the Doctor moved his head away from the door and slowly opened it. "You left without me thanking you." Phil grinned from the other side, he smiled slowly at her. "I honestly thought you'd be gone by now ya know." This Phil seemed more happy – lighter and far more chattier.

"You know The Raven off by heart?" Doctor said confused, Phil blinked and nodded slowly.

"I illustrated it for my finals in school," she said simply Doctor grinned and stepped outside while simply shutting the door behind him. Phil took a step back from him and looked up at him, "Thank you."

"You're welcome," he answered simply, shrugging her shoulders to readjust her bag on her back she readjusted the grip on her sketchbook and nodded. Taking a step back again she turned to walk away before stomping her foot and turning back to him, "Do you get lonely?"

"Sometimes very lonely."

"But you're not alone are you?" Doctor just looked at her Phil smiled, "Don't look so sad then if you're not really alone." She waved a hand at him and turned away again.

"Say Phil?" Doctor jumped to walk beside her, she was off on her way to the college. "Do you get lonely?"

"I can't really remember what the feeling actually feels like. Despite being in my home on my own I never really felt alone. I think that's because of the Fendahl." Phil said simply while pulling her hat on more, as the previous time they met this time Phil wasn't wrapped up so much as if she were trying to survive in winter weather.

"Have you remembered anything yet?"

"No."

"It is early days, never fear though! Your memories shall return sooner or later I am sure of it," Doctor smiled although he already knew the memories which had been wiped would never return to her.


	10. Chapter 10

10

"Haven't you got some alien planet to go to?" The two of them were back sitting in the park looking at the blue police box, Phil had given up on going to college. Doctor sat up straight and looked at her, "What?"

"Phil can I ask you something?"

"Another question? I thought after all this Fendahl thing had finished you'd stop with the questions. Only I fall asleep and you've gone."

"I am sorry for just disappearing but sometimes it is for the best for me to just go." Phil slid her eyes over to look at him. "Have you ever wanted to travel?"

"No."

"What? For real? Well that's just boring!"

"I meant no for, if you're really a doctor of some sort shouldn't the sudden disappearing be a bad thing? You do it for good clearly but...it...I don't know reassess some things."

"Ok I shall reassess the sudden disappearing," he pointed a finger at her and nodded slowly Phil looked up at him and then back at the busying people in front of them. "You said you're the last of your kind." Phil said slowly while eyeing a woman up who walked past them with a push chair. "So what are you?"

"You heard that?"

"I heard a few parts of the conversation...that being one of the parts."

"I'm a Time Lord." Phil giggled slightly which caused him to look at her, "Hey now don't laugh at what I am, you don't see me laughing at you."

"No but you don't waste much time to judge people and say what they're natural instincts are." Phil said and looked up at him quickly. "You're an alien who is a Time Lord who is a doctor. That's cool I can deal with that."

"Most human instincts are like that." Doctor said referring to their earlier conversation about natural instincts and completely ignoring the description she gave of him.

"Mine aren't. Mine are to run."

"Run?"

"There is something coming, all I see is darkness and that darkness scares me and I want to run." Phil said seriously and quietly so no one could over heard their conversation and think she was nuts. "Do you know where this darkness is coming from Phil?" Doctor asked while raising an eyebrow at her, she shook her head. It was interesting that she still had the slight skill of foresight without the link of the Fendahl.

Phil opened her sketchbook and flicked through the pages trying to find something she shook her head, "No I don't know, I thought I would have drawn it...or something which was meant to resemble it."

"That's alright, I guess it'll be a little surprise for me sometime in the slight future." Doctor rubbed his hands together slowly. He looked up at the blue police box and stood up, putting his hands together he looked down at her. "This is good bye then Phil, I will probably never see you again, but you're very welcome for whatever it was that I really did. Although I'm rather sure the Fendahl would have left eventually. Good luck for the future and look forward to graduating and happy birthday for two weeks time." Doctor rambled out, Phil stood and looked up at him.

"You be careful too. Something tells me, from all the Fendahl's visions which I got, you have a habit of getting into trouble. But you always have someone with you, Doctor you always need someone with you or you'll drive yourself mad. Your own company is to much even I know that, I think I know that better than anyone."

"Nicely said Phil," he pointed out while nodding at her, Phil raised an eyebrow at him. "No Phil you can't come along too."

"I didn't ask."

"It's to dangerous you could get hurt."

"Are you trying reverse psychology on me?"

"It is very dangerous I mean and there's running, a lot of running. But for the hell of it it is so much fun." Doctor looked at her, Phil just sighed and shook her head slowly with a small smile. She looked up at him he looked at her slightly sadly, "You said it yourself. You are alone in that flat just like I am alone in my box."

"TARDIS," she smirked and walked off towards the box, Doctor grinned and stepped after her, "That's the spirit Phil accept things for what they are and then suddenly contradict yourself." Phil smiled and nodded, "Ok in that case Phil this is the TARDIS, or as I call her sexy, but shhh that's a private thing." He rambled, Phil just readjusted her grip on her sketchbook and looked at him. "Sexy this is Philippa well with introductions aside lets get going hey?" Doctor opened the door and held it open for Phil who peeked in and walked into slowly.

"It's very..."

"Don't pull the whole 'it's bigger on the inside' thing so many people say that! There's only so many times you can put up with it."

"I was going to say shiny."

"Shiny! I like shiny that's a good description I guess she is a little shiny." Doctor walked quickly around the console. Phil shut the door and put her bag down along with her sketchbook.

"You live here?"

"Yes," he nodded quickly and looked at her, she looked at some of the dials and keys on the console. "Your home is awesome." She looked over at him and grinned, Doctor equalled her grin with one of his own and ran a hand through his hair. "Where to then Phil? Before you reappeared and we saw it fit to quote The Raven I had no clue, maybe a new quick witted mind could help me out." He paused and held a hand up just as she opened her mouth to talk. "Don't say the moon, what is it with humans and the moon? You've stepped foot on there and seen what it is like is that not enough?"

"I was going to say somewhere with snow."

"Snow you say? Well that's narrowing down the choices! Why snow?"

"I like snow, I like building snowmen...and snowball fights," Phil explained while looking up, "This place really is huge."

"I knew you wouldn't be able to resist commenting." He rolled his eyes and flicked a dial, "Somewhere with snow here we come!"


	11. Chapter 11

11

"Oops maybe I should have told you to hang onto something," Doctor said nervously as Phil pulled herself out from her bag and sketchbook and also pulled his jacket off of her head, from where it was formally hanging on the railing behind her. "Never mind! Get up Phil we've arrived, and I'll take that thank you very much," he plucked his jacket from her grasp as she pulled herself up.

"Will this be real snow?"

"Real? _Real_? There's no pleasing you is there? You say snow, I bring you to a place with snow and then you question whether it's real snow or not! Phil why do you ask if it's real snow or not?"

"Why does it matter?"

"Because I believe you're the first person before stepping foot out of the TARDIS to ask such a thing before seeing what's behind the door."

"Well...I don't know...alien planet alien technology...couldn't they somehow affect the weather somehow?"

"Rightly put Phil! Is this real snow," Doctor stared at her and then ran back up the steps to stand in front of her. He looked her over and nodded, "Real or not you're not really dressed for the weather. Wardrobe department is up the stairs down the corridor take a left go up the stairs again continue going straight then take a right turn." He said all in one breath, Phil nodded slowly processing his words. "Well jump to it Phil! We don't have all day to explore."

"Alright," she turned away while repeating the directions quietly to herself Doctor couldn't help but smile lightly, for once – although very rarely – someone had listened to him even before stepping out of the TARDIS.

"Well isn't she an obedient one?" Doctor said while taking to playing with his braces, it was another few minutes before Phil reappeared again. "Oh no."

"What?"

"Not that scarf, why that scarf? Out of all the scarves up there you choose that one? Why Phil? Why that scarf, I mean it is a very warm and comfy scarf but still that's no excuse."

"You just rambled about a scarf."

"Yes so?"

"I just wanted to make sure you realized," Phil jumped down the last two steps and looked up at him, "You said it yourself, it's warm and it's comfy. Sort of the two things you need in snow, warmth and comfort." Doctor just eyed the familiar long scarf which he'd previously warn a long time ago and shrugged. "If you say so...but you don't have gloves."

"One way to see if it's real snow."

"What by getting frostbite?" He looked at his hands and wiggled his fingers, Phil laughed and shook her head while pulling the scarf more around her neck. "No not frostbite just cold."

"It's snow Phil either way it'll be cold."

"Real or fake it'll still be cold?"

"Well...yes I think so. But still don't come complaining to me when you get frostbite on your fingers."

"Gotta go through losing the feeling in my digits first."

"Yes," Doctor nodded at her as the two of them walked down the steps towards the doors. "And then colour change and eventually."

"Pop there goes my digits?"

"Exactly," he nodded slowly and then clapped his hands together. "Enough of this depressing topic, you asked for snow Phil and I give you snow, I also give you the planet Sto." Doctor pushed open the door. Phil peeked out and a childish grin spread across her face at the sight of the thick white stuff on the ground, as well as it falling from the sky.

"Hang on," she crossed her arms and looked at herself, she was wrapped up in her jacket and the scarf and boots, she was alright for this weather. When she glanced at the Doctor he was just standing in a rather thin looking jacket, trousers, proper shiny shoes and not forgetting a shirt and bow tie. "You send me up to your ever so full wardrobe to find something for the weather, we talk about me getting frostbite on my fingers and yet out of the two of us you're in more chance of frostbite than me." Doctor just raised an eyebrow at her, Phil pointed towards the stairs. "Wardrobe department is up the stairs down the corridor take a left go up the stairs again continue going straight then take a right turn." Phil repeated his earlier words with ease, "And ignore the swimming pool." Doctor pointed a finger at her, "Yes?"

"It's meant to be me bossing you around not the other way around! I'm after all the higher life form here."

"Well you'll be the higher life form suffering from frostbite if you go out there," Phil jerked a thumb to the snowy scene behind her and out the door. Doctor just looked at Phil and she looked up at him simply. Pointing at her he went to say something but just waved his hands in the air, "Fine!" He strolled off muttering about her quoting him and him knowing the inside of the TARDIS perfectly and not needing directions from a newbie.

The Doctor strolled back down to the console room now wearing a slightly longer jacket, "I've hunted out a better jacket not that I saw anything wrong with the other one. No way would you catch me wearing any of those old clothes though, no way once was enough for me." Doctor did the buttons up and frowned, "Come on Phil you're quiet I know but not this quiet-" he stopped talking and looked up to an empty console room. "I take it back about her being obedient." Walking quickly outside he looked around, white that was all he could see. "I bring her to the snow and she disappears, disappears on an alien planet." Doctor stood with his hands on his hips in thought, "Where would a excited human go? What is it with this stuff which drives people crazy? It is rather chilly out here maybe when I find Phil I can tell her-" he couldn't finish his sentence because something collided with the back of his head. Reaching up he patted the back of his head, "I've just been snowballed." When listening he could hear giggling coming from the TARDIS. Walking quietly as possibly Doctor walked around the side, when he got to the back there was no one there. He was about to say something else when he yet again got snowballed in the back.

Turning around slowly Phil stood rocking on her heels, she shook her head and pulled the scarf down which was covering her mouth. She stopped rocking and grinned at him, "I am sorry but that was to hard to resist."

"Humans and snow."

"Someone's a grumpy alien."

"Hey you should be careful considering you're now standing on an alien planet." Doctor said while shaking his head to get rid of the snow which was slowly falling and landing in his hair.

"Did it hurt?"

"Did what?" Doctor looked at her as the two of them started to walk around, she nodded at him. "Yes..? Oh! The snowball no, no it didn't."

"It's not real then."

"What? How can you deduce that so quickly?"

"Snow when compacted makes ice, so snowballs are rather incorrect and should really be called iceballs."

"I don't think it quite has the same ring Phil, but I think you find it is the real thing."

"How so?"

"Because," Doctor grinned, "Earth is not the only planet prone to snow. Sto, Ood Sphere, Ribos and Gallifrey have snow." He explained although he felt a small pang for his former home planet. Phil held out her hands and let the snow fall into them. She generally looked like a happy child walking in the snow and playing with it.

"You have the heart of a child Phil."

"Your eyes are older than they appear." She slid her green eyes up to look at him, the snow she collected in her hands she flicked up at him and laughed. Wiping his face he pointed at her, "Fool me once shame on you, fool me twice shame on me."

"Fool you three times?"

"Watch your back," he said jokingly while waging a finger at her, Phil pulled the scarf more up around her face again and nodded. "My guard is up."

"You won't see this attack happening."

"Why?"

"I honestly don't know, isn't that what people say?" Doctor said confused and looked equally confused. Phil made a humming noise before shrugging, "For this one time shall I just answer; yes that is what they say?"

"Yes I think that's for the best Phil, now I did have something to say to you before leaving the TARDIS but I don't think the words hold much point now."

"Go on."

"Don't run off, think about this logically you're on an alien planet, you don't know it. You run off because your curious and you'll most likely get into trouble and then drag me into trouble too." Phil just looked up at him, "You'll get us into trouble."

"That is so not true and you know it."

"No I'm basing this on you forcing me to go down the dark corridor despite me not wanting to. You'll get us into trouble, just don't come blaming my humanity when you want someone to blame."

"I don't point the blame at anyone because that's very mean, people don't take kindly to things being pinned on them when it's not the truth. Come on Phil, the people who inhabit this planet are great you'll love them, they'll equally love you for they love and have a very huge interest in the planet Earth."

"Am I about to be bombarded by curious..." She trailed off to think of the word, Doctor looked at her while the two of them found a roughly made path leading to the city. "Foreign beings?" Phil said confused, Doctor let out a laugh and patted her on the shoulder. "You're funny Phil I think you're going to get on great with them! Although you make them sound like people who are visiting for a holiday who have travelled from Russia or something." He shook his head and looked up at the sky, "Why snow though?"

"Tim and I loved playing in the snow," Phil said simply and frowned, he looked at her figuring the snow was a nostalgic memory kicking in for her. He smiled lightly happy to know her memories were returning slowly.


	12. Chapter 12

12

"It looks like London."

"See! I told you they love Earth, the more you explore the more cities you'll discover. I don't much mind being confronted with London though I think they've done a rather good job. Very realistic." Doctor picked up a newspaper and quickly flicked through it, Phil looked up at a lamp post and crossed her arms.

"Doctor?" She said while looking around the Sto version of London, it was in fact very realistic only there was something wrong. He didn't answer her which caused her to turn and look at him, "Doctor there's something wrong."

"Wrong? Wrong...nah there's nothing wrong here this is just a different London than what you know."

"Doctor Buck's Row doesn't exist anymore." Phil pointed through the snow up at the roughly made street sign. Doctor stood beside her and waved the newspaper at her, taking it she looked it over. "Why have they made it the London when Jack the Ripper was around? Why would you do that for?"

"You're saying this to a planet who have an obsession with Earth, who is one of the most famous killers from Earth? Jack of course, makes sense to me."

"From what I remember in history class, London at this time was awful. Why would you create London from such a dodgy time?"

"Obsession."

"Quit saying that, even if they are obsessed with Earth they must realize how bad London was at this time?"

"I met people from Sto quite a while ago, they thought Santa Claws literally was a beast with huge claws, they also thought that you lot worshipped him." Doctor waved at her Phil shook her head and walked after him as he took to walking down the 1800 London street. "So for them to remake London like it did from Jack's time isn't really that hard for me to believe."

"Worshipped?"

"You're really struggling there."

"Their views on Earth and with people is very strange."

"What do you expect? Earth is so far away from them, they can't observe you lot simply like others can. They can only go on what they hear, although seeing old London next to modern day New York is odd." Doctor stopped at the end of the street, sure enough across the road stood modern day New York.

"Where is everyone?"

"Remember we're in old London, there's a curfew no one is meant to be out beyond a certain time."

"It's kinda creepy, in that case can we cross the road?" Phil looked behind her at foggy London and then in front of her at New York. "I've never been to New York you know, this feels a little strange going to an alien version of the city instead of the actual city back home."

"I have to say Phil that the strange feelings will only grow more if you stick around." Doctor crossed the road with her and looked around New York. Sure enough the amount of people buzzing around was equal to the actual city on Earth.

Phil looked around and at the people who looked exactly like any person you'd find back home roaming the streets. It was still snowing over in New York just like it was in old London and like it was back near the TARDIS.

"Doctor?"

"Yes Phil?" Doctor looked down at her, it was rather normal for him to just be walking along a city street without trouble of some sort of problem appearing. "Are we in winter here?"

"Only because it snows you think it's winter? Seriously Phil it can snow at other times in the year too you know." He said while picking up another newspaper, he was about to walk off with it like he did with the one in old London. "Oi mate ya have to pay for it."

"Oh yes right, money." Doctor pointed at the man behind the newspaper stall before patting his jacket and trouser pockets. Phil took a few steps forward only to get yanked back, "No wandering remember?" He scolded her slightly, "Have you got any money?"

"What for?" She said while getting a newspaper waved in her face, sighing and patting her jacket down she shrugged. "No."

"Oh come on everyone has money in their pockets," he rambled while having a go at rummaging in her jackets pockets despite her trying to shoo him away. By now the man behind the stall looked close to killing them both. "Forget it, just take it and go."

"What?"

"Take the paper and leave."

"Thanks," Doctor grinned and pushed Phil out of the way of other people cueing for papers. She sniffed and looked around some more. Every now and again Doctor would stop reading to pull her back to walking beside him.

"You did that purposely."

"Huh?" Phil looked at him, as he turned the pages quickly seeming reading it like that, she just raised an eyebrow at him. "The scene."

"That wasn't a scene Phil a scene would involve screaming."

"Does every scene you cause have screaming involved?" She questioned, he stopped reading his paper and looked up at her. Doctor was thinking over her question, "Most of the time yes."

"Don't you ever lose your voice?" She laughed while stopping in front of a small café, Doctor had continued walking oblivious to her stopping. Quickly walking, making sure not to slip in the snow, Phil grabbed a hold of his jacket and pulled him back to the window.

"We have no money remember?" He said simply, Phil put a hand under her chin in thought, and then slowly smiled. Reaching into her back pocket she pulled out a wallet, "Money! How come I didn't find it?"

Phil looked at him, "If you started raiding my back jean pockets for my money you'd regret it. And then we'd really cause a scene and I think the screaming may appear." Doctor just narrowed his eyes at her, "Your humour is bleak."

"It needs working on," she corrected him as the two of them walked in, she sat down and looked around. "This is so cool."

"Cool? People still use that word? Cool means good doesn't it? Yes in that case I guess this place is cool." Doctor flicked some crumbs off of the table and looked back to the newspaper he had placed on the seat next to him.

Soon sitting clutching onto a cup of tea Phil frowned lightly and read the report on the cover of the newspaper. "Is there something up?"

"Something up would be the sky." Came the reply from behind the paper, "Something wrong? Possibly." Putting the paper down Doctor looked up at the waitress suddenly who placed a drink in front of him and also gave him a coy smile. He immediately grinned back and watched her go, looking back to Phil, who was huddled over smirking in his direction, the grin disappeared and he looked at her confused.

"She so likes you."

"What? Everyone likes me, how could anyone not like me?"

"Wow for someone so intelligent you're very dense."

"You called me intelligent thank you Phil, I knew you'd register my intelligence sooner or later." He said while looking at the drink, "It's tea."

"Tea! Love a good cup of tea, exploring Sto New York with a cup of tea." He rubbed his hands together before picking up the cup.


	13. Chapter 13

13

"Tell me Phil have you noticed anything strange about this place?"

"Apart from old London being literally across the street from New York?"

"Maybe I shouldn't have asked the question, of course everything would be strange to you because you've never been anywhere but London."

"The real London," she winked and picked up her cup. "But," she said slowly while looking down at the checked table cloth. Doctor sat with his hands on the table looking at her. "Where's the cars?"

"Well not everywhere has cars, cars are a rather Earth thing."

"But you said they were obsessed with Earth – so where's the cars?"

"Cars are slow, technology changes and upgrades there's no cars here there are other modes of transport though however. But you have a good point, where are the vehicles?" Doctor said quickly while leaning to the side to look out of the window at the front of the building. "There's none but why?"

"Won't cabin fever knock in?"

"Knock in – cabin? That's a good one," Doctor chuckled slightly and waged a finger at her. "But in all seriousness," he paused and leaned back in the chair, "You're right keep people enclosed it'll drive them mad."

"Or."

"There's an or? Why do you have to say or for?"

"There's always other things to consider Doctor...it's snowing so maybe it's not safe to drive?"

"Drive? These vehicles don't touch the ground." He said while crossing his arms and thinking, Phil shook her head slowly suddenly feeling very stupid.

"Maybe you should ask your lady friend?"

"My what?" Doctor got pulled from his thoughts by Philippa's childish jibbing. She nodded her head slowly over to the waitress who was leaning against the counter. "Why do you say that for? She's just a lady who's paid to be nice."

"Paid to be nice? Aww...I may be totally oblivious to most things at the moment, and I can't remember last week. But one thing I do remember is expressions, and that woman over there," Phil nodded her head again towards the woman. "Totally likes you."

"Oh shush you really are like a little child."

"Heart of a child for my teen years got stolen." Phil corrected him and watched as the Doctor begrudgingly stood up and walked over to her. She let out a giggle at his awkwardness and chose to ignore his greeting as air kissing her. Needless to say though the woman talked to him, reaching over she pulled the paper near her and looked over it.

She didn't understand most of the things which was written in it, but the odd article she could grasp onto she read quickly. Scratching her head confused she looked over the weather forecast and weather reports. Standing up with the newspaper she walked slowly over to where the Doctor was talking to the waitress, Phil shook her head at their conversation which seemed very trivial.

"How long has it been snowing for?"

"Phil don't butt into peoples conversations! That's very rude of you," Doctor looked down at her she rolled her eyes. "But yes has it been snowing long?" He asked getting back on track with things. The waitress, looked to the window and then at them two, "It seems like forever."

"Snow has that affect I honestly don't know what it is with humans and loving it."

"It's white and fluffy."

"It's not fluffy, need I remind you of our frostbite conversation? Something fluffy can't do that." Doctor argued back at Phil who just put the newspaper on the counter and looked up at him.

"You're human?"

"You're not?"

"Sto are inhabited by Near-Human species."

"You're actually a human? What's real Earth like? I'd love to visit it sometime." The waitress said excitedly, Phil shrugged and looked at her confused. "It's over populated and polluted."

"Point out the bad points there Phil, I'll have to remind you never to work in real estate. Earth is a lovely place Lorelei, don't listen to Phil here. When you can you really should visit it." Doctor said while pushing away from the counter and pushing Phil near the door.

"Near-Human?"

"Why is it the little things you get confused about yet the complicated things you grasp onto so quickly?" The two of them were now walking around Sto's version of Paris. It pained Phil slightly to be walking around the copied city and the Doctor could see that, walking around the copy of the city her family never got to was bound to stir up some sort of emotion.

"Does that mean," she said while practically running out of the copied city and into another, the Sto's copied cities literally joined onto each other except for London which was on its own. "You're Near-Human?"

"What makes you say that?"

"You're not human."

"What? I could be." He said defiantly Phil just crossed her arms and looked up at him. "Ok maybe I'd need to practise being human, am I really that bad at acting?"

"You live in a vanishing box."

"I thought you were on first name basis with her." Doctor said referring to the TARDIS, "Now it's back to being called a box, that's very rude of you Phil. But need I remind you that you called it awesome?"

"Awesome and shiny."

"Exactly."

"But most humans live in houses of bricks."

"How do you know I didn't used to live in a house of bricks?"

"Did you?"

"Yes I did," Doctor said quickly while Phil just pulled her jacket and scarf more around herself, the wind picked up which made the surrounding planet very cold. With the way he answered Phil chose not to push the subject. "Did you get anything from Lorelei?"

"Well I've learned that," Doctor paused to pick up another newspaper which was left on a bench as they passed. Phil looked up at him interestedly, "She's single, hates dogs her next door neighbour, which is a rather noisy Zocci who is apparently called Uzhu keeps trying to get her on a date, she refuses. She hates the snow and isn't the only one and would also love to get off of this planet." Doctor finished with a grin, Phil frowned lightly up at him. "You look very unamused there Phil, I did just say that all in one breath I think that should get some recognition."

"Well done."

"That sounded so false, you say I'm bad at acting human you're very bad at acting genuine." Doctor waved a hand at her Phil just sighed and pinched the bridge of her nose. "You've learned about someone's private life. When you said you learned something-"

"You thought it would be something interesting? Useful? Useful like what's causing all this snow?" He said, Phil's face lit up suddenly and she nodded, he smiled slowly and waved a newspaper at her again. She took it and looked down at the article, "A ship went down?"

"Yup."

"And people have vanished while going to explore it?"

"Yup."

"The snow started when this ship went down?"

"Yup."

"We're going to go explore this ship and not disappear?"

"Yup."

"You know who is the owner of this ship don't you?"

"Yup," Doctor nodded and looked down at her, Phil folded the newspaper back up and smiled slowly. "Was that annoying answering in one word then?"

"It was a little annoying, but at least I got all the answers." She shrugged and looked up at the sky which was clouding over.

"Well I suggest we turn back and head back to the TARDIS for she is closer to the fallen ship than where we are now. That and this snow is starting to get a little annoying, I can feel it in my shoes." Doctor looked annoyed down at his feet and slightly snowy wet shoes. Phil looked down at her boots and grinned triumphantly. "Should have changed those as well as your jacket."

"Oh be quiet you," Doctor said while turning and walking off quickly back to the TARDIS. Phil sighed and walked after him happily kicking snow up as she went.


	14. Chapter 14

_Thank you so SO much for reviews and favs! It means a lot...especially considering when i first starting writing this it seemed a certain failure as a story!_

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><p>14<p>

The Doctor didn't think he was this happy to see the TARDIS, walking back up the roughly made path away from the Sto versions of the cities he grinned at the blue police box. Phil walked quietly behind him although looking over his shoulder he witnessed her kicking snow up in the air just to see it fall back down again.

It was partial truth and a partial lie that he told Phil, the ship which went down was in fact nearer the TARDIS than it was any of the cities. He also had a slight niggling as to who the owners were of the ship not that he could be completely certain until he'd seen it.

Hearing a small thudding noise he looked behind him, rushing quickly back he looked over Phil, who had fallen over. "I think I may have slipped."

"Slipped or not looked where you were going?" Phil opened her eyes and looked up at the sky, she thought over his question. "I slipped."

"Well in that case better get you up, we don't want you catching a cold laying down there, knowing our luck your immune system is rubbish. People always get ill quickly I just don't get it, you're a pretty smart bunch but you're so weak and flimsy. One little cold puts you out for a week, what's more you complain about it too." Doctor said while helping Phil to stand she brushed the snow off of her jacket and trousers.

"Don't you get ill?"

"No I don't, I couldn't afford to be ill."

"Maybe the world would blow up if you got ill...or time would stop..." Doctor just looked at her stupidly while she took to walking back to the TARDIS. "Hurry up Doc I think it's gonna snow again!" She exclaimed while walking a little quickly.

"Doc? Doc? Where's the missing three letters?" He exclaimed and pulled a face at the snow, by now Phil had made it back inside the police box. Walking in he shut the door behind him, Phil picked up her bag and sketchbook and looked at him. "Sorry then in that case, hurry up Doctor it's about to snow again."

"Your sarcasm isn't needed here at the moment thank you very much Phil." Doctor said while walking up the stairs to the console. Phil threw her bag over her shoulder and looked at him. "Yes Phil can I help you?"

"When are we going exploring?"

"Aren't you a curious little person all of a sudden?"

"I think your curiosity is rubbing off on me," she nodded slowly, Doctor just looked at the screen in front of him and then at her. "You're up here to ask for a room."

"Your psychic."

"No that's you remember?" He smiled lightly and waved a hand up the stairs, "Oh go on then, up the stairs you go find which ever room takes your fancy."

"What's the rent like?"

"Keep up with the smiling and down with the sarcasm, only one of us can be sarcastic and that's me." Doctor said while looking away from the screen and back at her, she walked up the stairs and stopped. "Can I stick things to the walls?"

"Well I don't know about that." He crossed his arms and walked over, she leant against the railing and looked down at him. "Walls or scattered on the floor which is better?"

"It's your room you'll have to live in there, although keeping in mind what your actual home is like-"

"It's tidy."

"It wasn't."

"And you know tidy?"

"I like to think my home is very tidy," Doctor said proudly, all talk about exploring the fallen ship had left the console room. Phil put her bag and sketchbook down and jumped down from the stairs, she pointed through the floor grating, Doctor stood beside her and looked down.

"What? Where else am I meant to put all the wires it takes for sexy here to get going?" Doctor questioned while looking at Phil, "That's not tidy, my home was."

"Oh shut up you," he said while nudging her back to the stairs, "Go get settled then come back down we haven't got all night you know." Phil grinned and ran up the stairs leaving him on his own again. Taking off his jacket he reached behind him to get his other one, slipping it on he smiled happily and looked back at the screen.

He was trying to figure out the exact location of the fallen ship, through their joking he was still working. After a few more minutes Phil reappeared jumping to stand next to him she looked up at the screen too. Doctor stood with a hand under his chin in thought, "What do you make of that then Phil?" He looked down at her, her eyes widened as she stared up at the screen with the image of the fallen ship. The damage to it was immediately obvious, there was a huge gash down the side of the ship.

"Now that is what I call an alien spaceship."

"Excuse me? What is wrong with my spaceship?"

"It's not stereotypical."

"Isn't being stereotypical a bad thing? You're being very stereotypical yourself right this minute you do realize."

"I mean when you're little, ok maybe not you, but when we as humans are little and there's talk of aliens and spaceships they always look like that, or the typical saucer shape." Phil explained and then tapped the screen with the ship on it. The ship itself was stocky and rectangular in shape, despite the size it still looked huge. "They don't usually look like police boxes."

"But you have to admit the police box ones are the coolest, cool...they're cool right?" Doctor said suddenly liking the word cool enough to use it three to brag about his home, and his ship. Phil just raised an eyebrow at him, "Oh come on Phil don't look at me like that! You have the skill to make anyone feel stupid with one look, and I don't need your help to do that I can do it all on my own." He said sounding slightly proud, shaking her head Phil put her hat back on and looked up at him slowly, after examining more keys and dials on the console.

"Come on then silly Phil lets get going, it looks like you're about to drop off to sleep and as I remember you telling me people tend to sleep for long periods of time." Doctor paused to walk down to the door, Phil jumped down the stairs and walked quickly after him.


	15. Chapter 15

15

"Why would people disappear?" A voice asked, Doctor stopped scanning the area and looked back at Phil who had picked up a branch and took to doodling in the snow. He scanned her and where she was standing, she just raised an eyebrow at him, "Budge budge Phil," he shooed her out of the way, Phil dragged the branch with her. Pushing branches and leaves out of the way Doctor smiled and looked back at her. "Congrats Phil you indirectly found the ship."

"Indirectly?"

"Well you were to busy drawing," he paused to look at the stick people in the snow. "Some sort of odd masterpiece that you also indirectly found the ship." He took one last look at the stick people and then turned back to the ship. Phil joined him and stood looking at it, "Why are we just standing here?"

"Well we can't just go up to it can we? If people have disappeared while exploring it going through the front door would guarantee us a quick disappearing act. And I don't know about you but I don't want to disappear." Doctor walked out from the tree cover and looked slowly up at the ship, Phil soon joined his side again. "Why are you dragging that around?"

"For protection?"

"Put it down," he said seriously, her grip loosened on the branch and it flopped to the snowy ground. "There is no need for weapons, you won't need a weapon. More like I will not stand by and let you attack someone."

"Not even in self defence?" He just gave her a look which caused her to look away and cross her arms. Either way violence on behalf of other species and humans was something that he'd seen to much of, and it still bothered him. "Don't wander off," he pointed at her and walked towards the ship, Phil sighed and trudged after him not taking to kindly to be treated like a little child. Despite knowing this he still looked over his shoulder to see if she was still there.

The last thing he needed was a disappearing teenager.

Phil put her hands in her pockets and stayed looking down at the ground, the next time she looked up Doctor was to busy scanning the ship and tapping it. Frowning he peeked slowly around the gash down the side, which was the obvious reason as to how it went down. Extending his arm he scanned the dark inside and then looked at the screwdriver.

"It's safe come along Phil before you get frostbite, or ultimately fall over again."

"I'm standing still I don't think it's possible to slip on snow while standing still."

"Where there's a will there's a way remember that," he smiled and jumped into the ship, looking at the walls Doctor frowned lightly at the muttering coming from behind him. Turning around Phil had just managed to clamber through. "What's with the complaining Phil? We're finally doing something fun! We're trespassing and exploring what more could you possibly ask for?" He questioned Phil just looked at him and shrugged. "Great not got an answer just give the typical shrug, why do people shrug so much at questions? Honestly just answer the question don't fob people off with body language." Doctor said while starting to walk down the corridor, the snow had crept in through the gash and there was a thin layer of snow and ice coating everything. If there were once people or something else on board they weren't in sight now.

There wasn't any sign of a struggle so Doctor ruled out a mutiny or a fight of some description. "It's creepy."

"Yes I can completely agree with you on that one Phil, things so empty and void of life seem so creepy. The dark doesn't help and neither does the snow and cold but that's a minor thing." Doctor said while looking up at the ceiling, the lights still flickered slightly as if hanging onto life. Lifting his arm up and pointing the screwdriver at the light he looked down the corridor as all the lights suddenly sparked into life. "Well that's slightly better don't you think?" Doctor questioned and looked to the side, Phil wasn't there. "Oh come on! I tell them all each and every time, don't wander off! It's rule one do they listen? No of course not! Yes lets just ignore the man who knows it all," Doctor rambled and walked down another corridor. "Because that's a very smart thing to do." Opening a door he scanned the area before shutting the door and then jumping, Phil was standing beside him again. Putting a hand over one of his hearts Doctor waged a finger at her, "Don't creep up on me Phil." He shook his head suddenly and pointed at her again. "Don't wander off! I told you not to and you disappear! I sort out the lights and you've gone, seriously...but did you find anything down here?" He peeked over her shoulder down the dark corridor, shaking her head slowly Phil looked up at him. "No."

"Huh...really?" He walked past her and down the corridor, "Lets make sure no?" Opening a door he looked in and scanned it, Phil stood next to him with her arms crossed. Sighing heavily Doctor shut his eyes and slowly opened them to look at her, pointing the screwdriver at her he watched the green glow and also watched the teenager in front of him scream and fall to the floor. "Shapeshifters convincing this time...unlike the one who disguised itself as a double decker bus..." Doctor mused and then looked at the Shapeshifter who still looked like Phil. "You were convincing but a word of advice, Phil is many things, being annoyed most of the time is one of those things. But! She is obedient and listens to me, which is shocking really most people phase out and stop listening to me...or do the complete opposite. So her going walkies was expected, but I didn't think she'd be taken quietly. You need to learn how to act, so where did you take her to and where from? Down here? Maybe this room?" He walked away from the Shapeshifter who was weakened by the screwdriver and opened a door, the room as dark and it was empty. "And she's not that silent anymore." Doctor said while turning to look at the Shapeshifter who had a creepy smile on its face. It smiling creepily at him looked less and less like Phil, "You know her so well huh?"

"Not well no, I hardly know her at all. But that still doesn't mean I don't know her character well enough, I'm a very observational person you know. So where is she? You clearly put her somewhere." Doctor said while looking around him, "I suggest you leave if you're not going to help."

"It's not just me on here."

"Of course not I already know that," Doctor crossed his arms the Shapeshifter frowned and stood up slowly. "Just leave, get a different identity and leave as far as I can tell you actually have no reason to be here. Or were you the one who did that?" He nodded towards the gash, the Shapeshifter looked slightly ashamed of itself in Phil's image. "You did? Great what were you disguised as this time? Gotta be something huge to do that, so let me guess, you collide while this is on its way back to Mars and you wriggle on board. Question is...where's the crew? Got hungry and ate them all? Or was you immediately captured and caged up like an animal in a zoo?" The Shapeshifter frowned darkly at him, the last Shapeshifter Doctor encountered did in fact disguise itself as a double decker bus like he said, he ended up taking it to a zoo where as far as he knows it still resided there. His words were a bitter pun to the creature in front of him, "Are you the only one?"

"Yes."

"Great in that case see you later, or not considering you'll soon look like someone else, I have a rather angry teenager to find." Doctor smiled and walked past the Shapeshifter and up the corridor with the fixed lights. He could clearly hear the pattering sounds of footsteps as the creature scampered its way out of the ship.

Which then left him on his own, again.

"Trespassing and exploring an abandoned ship on my own, well this isn't fun anymore!" Doctor exclaimed quietly to himself, taking out the screwdriver from his jacket pocket he took to scanning the area again.

Hopefully where ever Phil was she was with the other people who had disappeared, he dearly hoped that whoever else inhabited this ship hadn't done something they'd regret.


	16. Chapter 16

_Thank you all for such awesome comments! :D I guess the next bout of chapters are for you. ^^_

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><p>16<p>

A dull thudding pain clung to Phil's head, she registered that she was laying down, and it was cold. Frowning lightly before slowly opening her eyes it took another few minutes for her eyes to focus, slowly sitting up she gripped onto her head. "Careful child," a kind voice said Phil turned to look at a woman in her late thirties. "Where are we?" She croaked out while looking around, bars were in front of her much like a jail cell, there was a lock on the door too. She mentally groaned, why did alien technology have to be complicated?

"We're down below." The woman answered quickly, she looked wildly around before shuffling back over to the other people. In total Phil was in the cell like room with another five people. She cast her green eyes over each of them, they seemed all fine although they all seemed a little mentally fatigued.

"How did you all get here?" Phil questioned trying to make sense of everything, the woman who spoke to her earlier looked back at her. "I heard people disappeared if they explored this ship, so why did you all come here to explore?"

"You should be quiet child, they don't like hearing us talk."

"They? Who are they?" Phil questioned ignoring the woman's words and talking away, standing up slowly Phil looked at the bars. "We're in prison, we're actually in a prison cell. Why? What is the point of sticking us down here?" Phil muttered and leaned her head against the cold bars, down below as the woman described it was cold, not cold, it was freezing. It was more cooler down here than it was upstairs near the gash in the wall. Looking down at the ground she reached down and picked up her hat, pulling it back on she pushed some her fringe to one side.

"We have to get out."

"Don't you think we've tried?" A man said clearly annoyed by her talking and by her being there in general. "Honestly how stupid do you think we are?"

"Just sit down and be quiet, they'll let us go soon." The woman said while rubbing her gloved hands together. Phil looked back to the bars and leaned her head against them, tilting her head to the side she looked at the lock.

Scratching her head she reached through the bars and touched the lock, a smile broke out on her face. Only because the surrounding area didn't look like anything from Earth, didn't mean it didn't have the same components or purpose.

Hearing a low hiss she stopped her movements and pulled her arms back in the cell, walking towards her was a very tall reptilian like creature. Phil had to crane her neck to look up at it, it was green in colour, scaly and clearly had a rifle strapped to its back.

"Hello." Phil said shakily, she heard the people behind her whimper slightly, even the man did. The scaly creature in front of her hissed slowly and deeply. Frowning Phil raised an eyebrow at it, the hiss sounded like a gruff hello. "You speak English?"

"Child shush! You shouldn't talk to it!"

"Don't call it an _it_!" She said annoyed and looked back at the creature. The creature just turned and slowly walked away, Phil frowned and looked back at the huddled people on the snow covered floor. "We have to get out of here."

"How do you suggest that? You clearly just failed communicating with it!" The man said angrily, Phil frowned and tapped her head in thought.

The man sat back down with the huddled other people leaving Phil to ponder and look at the bars, she had no clue where she was, she had no clue where the Doctor was and as far as she could see at this point in time she was on her own with hostile aliens in front, and angry prisoners behind her.

The ship had more twists and turns than the TARDIS, looking at a dead end Doctor frowned. "Why build a dead end? What can anyone get from a dead end?" Tapping it he raised an eyebrow at the hollow sound. "Dead end which is a door? Ok now I see why people would build a dead end!" Taking the screwdriver out of his pocket again he flashed it around the edges the dead end soon lifted up and he was in mid crouch looking into a dark room. Flipping the screwdriver in his hand he took to strolling into the room and looking around, the lights were a little better in here and didn't need his help. Turning to leave he stopped and looked up at monitors which were attached to the wall. The monitors were of nearly everywhere on the ship, Doctor stared at one in particular which had a rather annoyed looking Phil practically glaring at a man in front of her. Smiling he strolled back out of the room, the dead end sliding back down and the room was hidden.

He knew who the owners of the ship now were, he also knew that the people in the jail, Phil included, were in no immediate danger unless they did something. Frowning he turned the corner and looked at the stairs in front of him. There was always a chance that someone would do something they shouldn't, Doctor just hoped that none of them would do anything stupid when the time was given.

Leaning her head back against the bars Phil sighed for the millionth time. Being a prisoner was extremely boring, looking back at the lock she ran a finger over the key hole. It literally had a key hole, everything – once she paid more attention to her surroundings – were a mixture of otherworldly gadgets and Earth like things. This jail cell door being one of the Earth things, things from Earth Phil could understand and had an understanding of. Reaching up and under her hat Phil pulled out two hair grips, "I wonder if this actually works?" Pondering she jammed the two grips into the key hole. She'd seen this trick be used in many films but did it actually work in reality. Just like mirrors deflecting laser beams, did that actually work? Shaking her head Phil wriggled the grips around, she looked over her shoulder at the huddled people, they watched her with enthusiasm.

Escaping and escape plans are all good as long as themselves weren't in direct line of fire. Phil looked up at the window, snow was drifting through which aided to this place being extra cold. Looking back at the lock she frowned angry at the fact that the lock picking failed. Pulling her arms through the bars she looked over the grips, bending them so they were straight she tried again, and this time with more success.

Hearing a click sound she pulled her arms back through the bars and turned to smile at the huddled group. "Anyone up for getting out of here?"


	17. Chapter 17

17

No sooner had the door swung open did the huddled people rush out, Phil got pushed out of the way. They just didn't expect one of the scaly creatures to walk out of the shadows with its pistol aimed for them. "No!" She said defiantly standing in front of the group with her arms outstretched. The creature looked confused and Phil was soon looking down the barrel of a gun, being waved back to the cell she backed off and watched the door close.

The people on the other hand ran as quickly as humanly possible up the slope which lead out of the room and up some stairs.

Being defeated by her sudden caring outlook on the other prisoners Phil sat down, she looked up at the creature who twisted the bars together to reform a new lock. Shivering Phil wrapped her arms around herself and soon fell to the floor, laying on her side she shivered more, laying on cold snow covered ground wasn't the wisest move.

Helping people to freedom obviously was a wise move before becoming the sacrificial lamb.

Hearing rampant screaming and yelling the Doctor stopped flicking through a book that he'd found, through the twist and turns of the seemingly small ship which was becoming a seemingly huge ship, he had found the kitchen, a bedroom which could fit up to thirteen people. A library, a storage closet and finally a meeting room. Ducking his head out of the door way he grinned at the people, "Hello there I'm the Doctor, where have you lot just appeared from?" The people obviously not expecting to see him let alone another person jumped and screamed more. "Not the reaction I'm used to," he said slowly while throwing the book on the ground and stepping out of the room. "So yes five scared people looking at me like I'm insane, something I am rather used to." He said slowly while waving a hand at them before putting his hands together. He looked over the group and frowned, "Was there a angry looking teenager with you? You can't really mistake her for anyone else," Doctor gave a shrug, the people by now had caught their breath and a woman nodded. "Ah good one! So where is she?"

"She's back with it."

"It? Whatever is this it?" He smiled lightly and watched the confusion spread on everyone's faces. "So let me get this right, you got freedom and left her? All in it for yourselves?"

"We have families to get back to!"

"I asked her to trust me and I promised her everything would be fine, so far she's trusted me completely. What sort of person would I be to let something happen to her? Believe me on this if you don't tell me where she is you're making an enemy out of me, and no one wants me as their enemy. You may have families and homes to return to, so does she." Doctor said deadly serious at the man who had spoken earlier, he soon paled at the Doctor's words and shrunk back away from him slightly. "Now with that all said, where is she? Where did you all come from?" He asked simply, the man pointed down the hall shakily, "Well that wasn't so hard was it? Thank you, the exit is that way I suggest you hurry along." He smiled and watched everyone quickly scamper off, sighing he turned and walked down the corridor.

It didn't take him to long to discover the room where they'd appeared from, looking up at the tall humanoid creature in front of him he sighed. "What are Ice Warriors doing on Sto? Shouldn't you all be back home on Mars? You're all a long way from home." The Doctor walked past the Ice Warrior who was standing on guard, "Only you? Are you the only one here?"

"No," the Ice Warrior hissed out while watching the Doctor, he looked up at him and then at the room. It didn't take him long to discover Phil laying in the snow with a fine covering of it over her. Doctor sighed slowly and looked at her, looking back at the Ice Warrior he shook his head, "You're trying to fix your ship right? I see you've accumulated a few things from the cities to rebuild...but you've still got that massive hole which is a huge problem." He put a hand under his chin in thought, pointing the screwdriver at the hinges of the cell door he stepped back and watched it fall to the ground with an echoed thud. Crouching down he brushed some of the snow off of Phil and tapped her on the shoulder. "Come on Philippa wakey wakey sleepyhead." Doctor said while shaking her more, slowly green eyes opened and looked up at him.

"Hello there! You took your time in waking up you lazy thing you, you kept me waiting I have rebuilding to help with you know." Phil slowly opened her mouth, which was a light tint of blue he waited for her to say something but she just closed her mouth along with her eyes. "No way Philippa you have to wake up, sleep is bad at the moment, if you go to sleep I will take you back home and I know you don't want to go back there to be on you're own." Despite his jokey threats Phil's eyes still remained shut, Doctor looked back at the Ice Warrior, "You don't keep people in a freezer! Not everyone likes the cold you know." Shaking Phil again who opened her eyes he scanned her over with the screwdriver. "You're fine, close to freezing but fine." He said as if knowing being close to freezing was some sort of reassurance. Slowly but surely Phil reached up with her arms to push herself off of the ground, "Great! You're up at last no going to sleep though alright? Remember; sleep is bad." She nodded slowly helping her to stand he lead her back to where the bedrooms were. Phil at the moment was in no fit shape to help with rebuilding the ship. Opening the door she shuffled in and sat down on a bed, falling to the side her head landed on a pillow. Her arms were tightly fixed around herself to keep warm.


	18. Chapter 18

18

Being left in the room with the words of "Sleep is bad," Phil looked around, she was freezing, there was a thin layer of ice on her clothes which she tried to flick off. Pushing herself up from the bed she took to exploring the room, although she had to literally drag her legs to walk. Opening a cupboard she tugged out a blanket and wrapped it around herself.

She eventually found six blankets and wrapped them around herself, she was literally a walking bundle of blankets. Her mobility was slowly returning and she walked slowly and carefully towards the door. Opening it she looked out into the corridor which now had fully functioning lights, it didn't take her long to hear the Doctor rambling about trivial things and a hissed reply from the creature. Readjusting her grip on the blankets she looked around, the two of them were back near the gash in the wall, by now the one creature had multiplied into several. In the middle of the several tall green reptilian creatures was the Doctor who happened to be wearing goggles and wielding a blow torch. He stopped saying something and started laughing, the creatures around him made odd hissing noises which Phil presumed was laughter.

Not knowing the private joke she stood on the outside and watched the event before her, it was slightly weird. Slightly being an understatement, jumping when one of them tapped her on the shoulder she looked up. Phil blinked confused at the hissing noise which sounded like a sorry, "It's alright."

"It's alright? What's alright? The wall? Yeah the wall is alright isn't it...wait a minute!" Doctor rambled and quickly walked up to where she was standing with the creature. "You're meant to be in bed!"

"In someone else's bed...what's the point of being in bed when sleeping is bad." Doctor grinned and pulled the goggles off of his eyes, "You listened to me yet again, I really should get used to someone actually listening to me." He said proudly and then eyed her up. "Loving the new look."

"At least this way I'm warm." She nodded to the wall, "Sorry I couldn't help."

"I don't see how a human popsicle could help quite frankly," he crossed his arms, despite the cold he had taken off his jacket and rolled his shirt sleeves up. Phil pulled a face and shuddered, "Maybe getting up wasn't a wise idea huh? I was going to come get you, we're almost done here then we have to help these guys to jump start and fly off home."

"It isn't that...I am freezing anyway but you standing there like that is making me feel more freezing. Who are they?"

"These guys are Ice Warriors, deadly secretive come from Mars, no joke real martians from Mars!" Doctor exclaimed and suffered the random hisses of the creatures around them. "Sorry guys for being stereotypical there." He said while running a hand through his hair, "These guys are the first species to get the stereotypical 'green martian' thing."

"Ice Warriors from Mars? So...when people said that there was water on Mars.."

"Yup! It was these guys re-establishing themselves on a planet." Doctor beamed while rubbing his hands together and returning to the wall. Phil shuffled after him, "Hold this," having the blow torch suddenly shoved in her hands she watched him pull the goggles back down to protect his eyes. "You see," he started to say and moved aside while two Ice Warriors put a piece of metal over the gash. "When I said to you, you indirectly found the ship, you literally found the ship. You were dragging a piece of it around with you."

"The branch?"

"Yes the branch is that so hard to believe? They have camouflage techniques so they can hide, they can also use it for battle but that's a different story." He grinned and took the torch away from her and started to fix the metal over the gash.

"Are they also the ones who made it snow?"

"Yes...they survive best in cold climates, Sto was a little to hot when they crashed with the Shapeshifter."

"Huh?"

"Oh right you wouldn't remember that," Doctor said nervously while looking at her quickly, "I'll explain that later."

"Right ok," Phil nodded and took a step back and stood near a shorter Ice Warrior, the green reptilian humanoid looked at her and hissed slowly. "I'm Phil." She answered and let the Ice Warrior introduce himself, which later ended up to be herself. "Agazesh that's a very nice name." Phil nodded slowly and pulled the covers more around herself.

"It's done! Get to your stations people we're ready to go!" Doctor cheered and took his jacket off of a near by Ice Warrior and pulled it on. "Lets go," he grabbed a hold of Phil's hand and pulled her out of the ship and into the snow. The two of them ran quickly, although the Doctor grabbed some cables as the two of them continued to run to the TARDIS.

Walking into the police box Phil shrugged off the blankets and folded them up, attaching the cables safely to the TARDIS the Doctor took one look at Phil who still looked rather pale. "How are you feeling?"

"Fine," she nodded slowly and walked up to the console, "So...jump starting an Ice Warrior ship?"

"Yes," Doctor smiled and flipped a dial, Phil put a hand under her chin in thought.

"That makes you like a galactic pick up and repair truck." Phil said slowly Doctor looked at her wide eyed, "Excuse me? I am not a galactic mechanic." He said shocked by her suggestion, Phil grinned and laughed. In the end he just shook his head at her and smiled, happy to know his new friend was feeling better.

"Look out of the door."

"What? There's no oxygen in space."

"Phil just look out of the door." Doctor said while leaning against the console, she gave him a shifty look before slowly walking down the steps towards the door. He stayed where he was and just watched as she hesitantly opened the door.

Phil on the other hand stared out at the stars with her mouth slightly agape, sticking her head out she looked at the Ice Warrior ship behind them, the TARDIS was literally towing it behind her. "Yeah it's a bit like that the first time," Doctor said once he joined her sighed, "You can shut your mouth now Phil before you start dribbling." Phil's mouth shut and she looked around the stars. "Time to say good bye to them," Doctor ran back towards the console and undid the cables from around it. The ship drifted by, Phil watched it go before sitting down and dangling her legs over the edge of the doorway.

"Aren't you going to come back in? We have other places to go, I'm sure that if you stay there while we zoom off you'll fall out and then they'll definitely be no oxygen." Doctor walked down the steps and stood behind her, crouching down to her level he looked out trying to figure out what exactly it was that she was looking at. Shrugging he sat beside her, Phil sat with a smile on her face, happiness spreads and he soon sat smiling too although not sure why.

"Martians from Mars," she said after a minutes silence, Doctor nodded and rolled his shirt sleeves up again. "Green martians from Mars."

"You're struggling to grab a concept again." He pointed out and looked at her, Phil nodded slowly and pulled her hat off, shaking her head she leaned her head against her hands.

"Do you ever get bored of this?"

"I don't think I could ever get bored of this. Like most little children I dreamt of the stars."

"Living your dream there then."

"Exactly my point!" He exclaimed and clapped his hands together, "Didn't you ever have dreams like that when you were younger?" Phil looked over at him quickly before looking back to the stars. "I used to dream of flying...but I think that's normal everyone wants to fly. In all honesty when I was younger I wanted to be a vet but then decided against it when I realized that if a pet dies you'd have to tell the owners."

"Phil the vet how normal." Doctor commented with a nod, she laughed and playfully nudged in him in the arm. "I'm human, everything I do or say would be normal compared to you and what you're used to. I am rather uninteresting."

"Oh that's not true," he leaned back against his hands and looked out of the doors with her. "In all the time I've spent travelling I've never met someone who is uninteresting." He nodded slowly and jumped up, "Come on Phil lets go," he clapped his hands which caused her to stand up slowly and shut the doors not before peeking one last time at the stars.

"What is the brightest star?" Phil walked up the steps to the console, Doctor grinned and looked at her.

"That's a very random question, but also a very good one." He put a hand under his chin in thought and then pointed a finger at her. "Sirius."

"Sirius? Why do I think of Harry Potter? Oh the irony is killing me," Phil put a hand over her eyes and sighed. "Not a fan then?"

"None at all."

"Great! That just means if we ever cross paths with magical people that you won't immediately think of Harry Potter. Remember that is fictional." He waged a finger at her one last time before pushing a button which caused the TARDIS to bump and move around.


	19. Chapter 19

19

Yawning Phil wrapped the cover more around herself, "You said something about a Shapeshifter." Doctor got pulled from his thoughts and looked over at her, she was sitting on the steps which lead upstairs. Phil raised an eyebrow at him and pointed a finger in his direction, "Were you just stroking that...lever?" She said confused trying not to laugh. Doctor looked confused before shaking his head and holding his hands up, "Yes a Shapeshifter is-"

"I know what a Shapeshifter is thanks to movies, you were stroking a lever? Why? That's weird." Phil crossed her arms and leaned her head against her arms. Doctor sighed before looking at her, "Can I continue?"

"Well what is it you are trying to continue? Explaining or petting?" Phil said while trying not to laugh again, Doctor just put his hands together before walking over to where she was sitting and looked through the railings at her.

"She hears me you know."

"You sound insane."

"Is it really that hard to believe that she has a living conscious?" He questioned and received silence from her. He smiled widely and nodded, "Exactly! Right so yes a Shapeshifter they are very annoying really." Doctor turned away and continued with his earlier explanation. "You managed to get caught by one."

"No I didn't."

"Yes you did because I encountered one who took your form," Doctor looked back over at her, Phil moved away from leaning against the railings and shook her head.

"No, when you fixed the lights I walked down the corridor and something got me from one of the rooms. The thing which caught me was behind me, I never saw anything."

"But it saw you none the less," he corrected himself with a nod. "Either way there was a Shapeshifter on board which took your form and then I let it go." He paused, "It's what caused the hole on the wall."

"Oh...so it disguised itself as some sort of ship?"

"You catch on quickly Phil!" Doctor beamed and looked back down at the console, Phil stood up and ran a hand through her hair. Noticing her movement from the corner of his eyes he turned and looked up at her, "I'm off."

"What? Where?"

"Bed," Phil rolled her eyes as if it was obvious where she was going, where else could she possibly go? Doctor looked a little sad that he was about to be abandoned with his own company again, "Oh yes bed!" He perked up and nodded slowly, "Eight hours wasted." Phil nodded and walked up the stairs, she jumped back down the last step suddenly which caused him to look up at her again, confused as to why she popped back down.

"Thanks for today Doctor! Despite almost freezing and getting frostbite it was fun!" Phil grinned and turned to walk away, he just stood smiling widely, "Night," waving a hand at him she disappeared down the corridor to her room.

"Point out two of the downer points there Phil," he waved at the stairs although she'd already gone to her room. 

Walking down the corridor Phil scratched her face with the end of the pencil, looking over the book she stepped down each stair slowly. Rubbing something out she drew over where she'd erased and nodded slowly. Looking to the console she frowned lightly, Doctor wasn't in sight which wasn't unusual although she was rather sure he practically lived around it.

Jumping down the last two steps Phil walked towards the door and peeked out, they were still in space. They'd moved away from Sto yesterday and were now just drifting, a smile spread across her face, it really was a beautiful sight out there. Turning around Phil looked confused at another set of stairs which lead down.

Putting her sketchbook under one arm and holding onto the pencil she walked towards the stairs, walking down she looked at the wires which all separately led to the console and were all plugged into it. Sitting down on some wires she looked up at the floor grating above her, a smile appeared on her face again. Turning the page which had a drawing of the Ice Warrior on it she stared at the clean page. "She can hear," she mused and looked slowly up at part of the console in front of her. "In that case...TARDIS is it alright if I draw you? I don't usually ask for permission but not everyone wants to be drawn." Phil said simply while picking up her pencil, in reply the TARDIS let out a groaning noise which she took as a "Yes." 

Turning the corner while tying up his bow tie Doctor looked down at the console, "Good morning," he grinned and walked quickly down the steps. He drummed his fingers on the keys before looking back up at the stairs. "Lazy Phil, I honestly didn't take her for a heavy sleeper, are all teenagers like that?" The TARDIS in response let out a grinding sound, "What? She's up? Please don't tell me she's exploring, I honestly don't mind people exploring so long as I know they are. God only knows what she'll find while exploring." He shuddered at the thoughts of her finding old things which should be left alone. They were hidden away for a reason, his eyes flicked up to the glowing light, patting the keys he picked up his jacket behind him before taking off trying to find the missing teenager.

Stopping walking he took a step back and leaned down to look through the grating. Running down the steps he turned the corner and walked quickly down the other stairs. Walking around the column part of the console down here Doctor looked around it and at the teenager seemingly sleeping on a bed of wires and leads. "How can you sleep there? How is that even possible?" Walking over he crossed his arms, nudging her leg with his foot he watched as Phil rubbed her eyes and yawned. "Morning there Phil!"

"Hello," she waved and looked up at him, he nodded and took a step back as she stood up.

"What are you doing down here?" In response Phil flicked through her sketchbook and showed him the drawings. "You drew her!" He beamed and took the outstretched sketchbook from her hands and looked at the drawings. Doctor walked away and held it up and then down to compare it to the real thing in front of him. Phil stood away from the leads and wires she was sleeping on and watched him walk around excitedly looking from her drawings to his TARDIS.


	20. Chapter 20

20

"So!" After the two of them had moved away from downstairs and were firmly back near the console Doctor looked at her excitedly. "Where to today? Snow yesterday something equally good today? Although I didn't enjoy that snow much, I bet it has all left Sto now considering the Ice Warrior's were the ones who created it."

"So it wasn't real snow then?"

"It was a bit of both," he rolled a hand in her direction, Phil nodded slowly and put her hands in her pockets. "But enough of snow! Where to?"

"Home." Came the answer, Doctor's happy expression fell as he turned to look at her, nodding slowly he quietly set in the coordinates and looked up at her before he finished.

"Why do you want to go home? I thought you had fun yesterday."

"Because Doctor I don't have any clothes here." He looked at her confused before slowly smiling, she shook her head. "I'm not leaving...not unless you want me to go."

"No not at all!" He clapped his hands together and watched as Phil wisely gripped onto the railing just before he flipped the dial which shuttled them back to London.

"We're a day after the Fendahl leaving, everything should be the same if not better." Doctor explained while opening the door the two of them looked at the familiar park in front of them. Phil shouldered her bag and strolled out of the police box. Stopping admiring the view Doctor looked to the side to see she'd already took off walking down the street.

"How could things be better after a day?"

"Well...it's sunny," he smiled and pointed to the sky, Phil rolled her eyes and looked up at him.

"It was sunny yesterday too, technically speaking when we met. This could get confusing very fast."

"Technically you've spent two days with my amazing company." Doctor jumped out of the way of a woman with a push chair and then dodged out of the way of an old lady waving her walking stick around. Phil laughed and quickly pulled him by his jacket sleeve, walking beside her without any obstacles he clapped his hands together. "Doesn't time fly when you're having fun?"

"So they say."

"Yet again Phil you make me feel very boring," he whined slightly and crossed his arms, she looked up at him and shook her head. "Are you telling me that the time spent on the TARDIS and on Sto went slow? You better change that outlook."

"I meant, so they say...as in apparently there is some truth in that saying." Doctor just looked down at her and grinned, "Silly Phil why didn't you just say that to begin with?" Waving a hand at her the two of them walked into the apartment building and up the stairs to her home.

Phil frowned and watched someone come out of a apartment near hers, turning the keys in the lock she pushed the door open. Looking down she pulled a face at the mountain of letters, "Wow Phil you've really let this place go!"

"I've not been here for two days!"

"Is it really two days? What I mean is, have you really been missing from London, from your home for a day?"

"Why do you say that for?" Phil said while kicking the door shut and picking up the letters, Doctor was in the living room walking around. Flicking through the letters she sighed, majority of it was junk, there was a few bills but she shrugged them off. "Junk mail, nothing to important or worth pondering over."

"I don't think the mail is the least of your problems," Doctor said in an odd tone which made her look up, her eyes widened at her living room. "If you've been missing from your home for a day, then why are there people already living on the same floor as you? As well as there being loads and loads and loads of dust covering everything in here?" Doctor ran his hand over a shelf and looked at the thick dust. "This doesn't make sense, as far as everyone cared this floor didn't exist. Now there's people up here with you...and you've been slacking on the house cleaning! You haven't even met your new neighbours Phil that's very rude of you." Phil still stood in the door way still dumbstruck by the appearance of her home.

"What happened?"

"Well I'm thinking that with the Fendahl came a Perception Filter, it's something which makes peoples attention direct elsewhere. The Fendahl didn't want people up here and created one or something as a first defence then the ringing was a second defence and lastly..." Doctor trailed off and wriggled his index finger and middle finger and then used his other hand to snap over them. "Dinner." Phil pulled a face and put the letter pile on the kitchen table. "Right! Lets get to work then shall we?"

"Wait...why is there dust then? This level of dust can't appear in a day."

"Phil you really should pay more attention to dates." Doctor walked past her and into the kitchen, picking up a letter he opened it with her telling him to leave her mail alone. He turned the letter around and pointed at the date. "We're a month late."

"A month? A month!" Phil exclaimed, Doctor shrunk back and pulled a face. "You said a day! But we're a month late? No wonder there's so much dust then! And no wonder there's people living up here! I may need to pay more attention to dates but you need to learn how to use a calender." Phil ranted, Doctor by now was sitting down at the kitchen table with his fingers in his ears not wanting to hear her rant. Phil noticed this and pulled a hand away, "Get to work?"

"Yes well," he nodded and removed the other finger from his ear. Phil sat down next to him and leaned her head against the table. "Sometimes may dates aren't the best."

"You realize...I've been kicked out of college?"

"We can go back in time if it makes any difference, but we'll only be able to go until a certain point..." Phil tilted her head to the side and looked up at him. "Cheer up Phil, welcome home!" He exclaimed and waved his arms in the air. "Get to work, yes work like...cleaning up? You have neighbours to meet! As far as they know you've been the elusive teenager!"

"I'm not meeting them."

"Listen Philippa you still need some normality in your life, and I've discovered that you people, you're normality is somewhere to return to. This is the place you return to, this is your home and as such is not looking to great at the moment. So! Stop your moping get up and lets get cleaning!"

"You seem very up for cleaning."

"Oh I'm not, this all goes to my practicing of being human considering there's neighbours to meet."

"Who said you're meeting them too?" Phil sat up and watched him raid her cupboards for cleaning products. Doctor looked back at her with a confused expression, "I don't want to meet them." Phil said while standing up and grabbing her bag, Doctor walked after her once he closed a cupboard. "Why not Phil? Meeting new people is fun!"

"You find it fun...I don't. I don't want to meet them because I'll hardly see them, I don't want to get an attachment to someone and never see them." Phil put her hand on a door handle and pushed the door open, strolling into her room she eyed up the dust and sighed. Doctor looked at her sadly, "But what if they wanted to meet you?" Phil turned and looked at him, "It's all very well you keeping up the brooding teenager act but the people on the other side of those doors may want to meet you. Have you thought of that? Of course not because you're being depressed and dense for the moment!" Doctor pointed a finger at her, Phil crossed her arms.

"Could you do it?"

"Do what?"

"Meet someone for a day and then leave them? Could you honestly go through with that and not say you'd miss them?"

"I could, and I have and I would be the first person to admit that I would miss their company." Doctor said while putting his hands by his sides, "After all it was what I was going to do with you. Once I helped you I was going to leave." He spoke truthfully, Phil sat down on her bed which caused dust to fly up, waving her hand around to dispel the dust she coughed. "You're scared of meeting people? You meet a Near-Human woman, drink tea in a Sto New York café and meet Ice Warriors, yet normal everyday, mundane yet amazing people you're scared of? Phil your priorities are all jumbled." Doctor laughed only to suffer a side wards glare from her.


	21. Chapter 21

21

"I'm going out."

"What? Wait where?" Doctor jumped out from the cupboard, he had finally managed to talk Phil into introducing herself to her neighbours. He spoke honestly when he said this would be the place she'd return to. Like most people she couldn't stay with him forever and she'd need to come home eventually. At the moment he was still trying to find cleaning products, but then suddenly realized that he didn't actually know what Earth cleaning products looked like, the packaging for things was forever changing.

At the moment he was holding onto a empty can of polish and a cleaning sponge.

Phil looked at him and laughed, "You look so confused, like...if I had a camera the photo I would keep and use for blackmail."

"There's that bleak humour again," Doctor put down the items he was holding and looked up at the ceiling, he frowned and then looked quickly back down at Phil who had changed her clothes and was rummaging in her bag for money.

"I'm going to the shops, if I've been missing for a month, and have been brainwashed-"

"There was no washing of the brain involved stop being dramatic." Doctor said while leaning back against the counter, he eyed the ceiling again and then looked back at her, she raised an eyebrow at him and then nodded slowly. "Right ok as I was saying, if I've been missing for a month every item of food I own is past its sell by date. And if I'm actually inviting people into my home I'll need edible food."

"Milk!" Doctor exclaimed suddenly, "You need milk...milk is essential for tea." Phil shook her head and smiled. "Why don't you come to?"

"Huh? Me shopping for food? I have to say that's an experience I actually haven't done, but then again there's a first time for everything." He pondered and then nodded, rolling down his shirt sleeves he grabbed his jacket and walked up to her, stopping in front of her he grinned. "Lead the way then Phil! Let us go food shopping." 

"There's so many," eyeing all the different types of milk Doctor crossed his arms, he felt proud of himself for putting the idea into Phil's head to meet her new neighbours. He was a little glad however to get out of her home, remembering being told there wasn't an upstairs the Doctor frowned in thought.

"Then why is there footsteps from above?" He pondered to himself, "How? How does that work? If there's no upstairs then why is there footsteps?" Doctor noticed how a worker was restocking the shelves near him and gave him an odd look. In response Doctor just smiled at him and looked back to the milk.

"Why is there so many?" He said confused just as Phil whizzed by while leaning against the trolley, she plucked a milk up as she past and skidded to a halt. "Hey! None of that in here thanks love!" The worker behind him exclaimed, clearly using the trolley as a form of transport was a thing not to do. Walking over to her Doctor looked at the food in the trolley, "Cereal and cartoons?"

"Only if I'm still there in the morning," she answered while Doctor took to eyeing up the cereal box he was holding. "There's a lot of sugar in this."

"There's a lot of sugar in most things," Phil plucked the box from him and put it in the trolley before walking down another aisle. Doctor walked happily behind her eyeing up everything he passed, Phil had to stop a few times to pull him along, at one point he'd taken to looking over air fresheners. In the end Doctor took to pushing the trolley, although like Phil earlier he took to leaning against it and using it as a mode of transport. 

"That was fun! Who knew shopping for food could be so much fun? We really should go food shopping more often Phil!" Doctor happily walked up the stairs carrying the plastic bags of food, he frowned and looked up at the ceiling when he could hear footsteps. Phil noticing him stopping walking turned and looked up at him, "What's wrong?"

"Can't you hear them? Those footsteps? Just like the ones from...last month?" Doctor said slowly and then jumped when the door he was standing next to got opened. A cheery blond smiled at him and then at her, "Hello! You're the mysterious next door neighbours huh? Wondered who lived there! The person who showed me around this place said you'd just up and left."

"We went travelling," Doctor smiled, "Around the world." He added in, the blond's eyes lit up and she grinned more, which just caused him to smile more which then caused Phil to mentally groan and turn to her apartment door.

"So you two have only just got back then huh?"

"Yup! We return back to bills and no food."

"Isn't that always the way?" The blond sighed defeatedly, Doctor nodded, Phil had to applaud him his acting of being a normal human was rather excellent. "Anyway! I'll leave you two to unpack and all that!"

"Why don't you pop round in an hour or so? By then we'll hopefully be all straight again!"

"Aren't you two suffering from jet lag?" Phil looked at her and gave her a half smile, the blond just smiled at her. "No...jet lag looses its affect once you get used to flying." Phil opened the door and disappeared, Doctor looked at the plastic bags, then to the open door then to the happy blond next to him. "I think she's suffering slightly, trust me she isn't usually this grumpy."

"Aha! Gotcha, see you later!" With that the blond disappeared into her home, walking in Doctor nudged the door shut and walked into the kitchen. Phil was already putting things away, crumpling up a bag she threw it into a cupboard.

"Am I perhaps receiving the silent treatment?"

"You just invited someone into my home when it's dusty...and...forget it." Phil sighed heavily, "Good acting though."

"You think? I thought I did rather well although I didn't act any differently than I usually do, but oh well, she seemed like a nice enough lady though! I think you'll get along great with her." Doctor put the bags on the table, Phil looked at him oddly. "Why are you trying to get me to be friends with her?" Doctor slowly looked up at her, "Philippa you have to realize something," walking over to her he helped unpack some of the bags.

"You can't stay with me, as a person a human, you can't stay with me." The kitchen went silent for a moment except for the footsteps from above which shouldn't be there. "And I think it is rather important that you have people around you." He looked down at her, Phil just stood staring into one of the bags with a blank expression on her face.

She nodded slowly before packing everything else away and turning to try and clean up the sitting room, Doctor followed her and watched as she unpinned the drawings and soon she had a small pile in her hands. "Why are you doing that for? They made great wallpaper."

"Because you don't understand!" Phil exclaimed and shoved the drawings into a spare sketchbook. "It's one thing to make friends, it's another when you're not exactly normal. She'll walk in here, see them and all questions will pop out...and as much as I just love answering questions I don't want to." She crossed her arms and frowned in his direction, "I understand, I understand a lot more than I think you realize. The concept of staying with you if for a little while is a novelty, and I know that as a person I will die long before you. But I will be fine...just quit forcing random friendships on me."

Doctor looked up at the ceiling, "They stopped."

"What?"

"The footsteps they stopped about half a minute ago."

"Were you listening?"

"Yes yes...no not really." He admitted, Phil turned and walked away he watched and then quickly walked after her. Although the following didn't last long before he came face to face with a door, hearing a click from the other side he frowned.

Pulling out the screwdriver he pointed it at the door, it clicked again – now unlocked – he pushed the door open only for it to get slammed shut again. He tapped on the wood before getting near the bottom where it sounded less hollow. Slowly sitting down he leant his back against the door, just like on the other side of the door how Phil was sitting.


	22. Chapter 22

22

"You know," Doctor leant his head back against the door. "Your loneliness is to much." He paused and looked around the room, not all the drawings had been taken down and he took to looking at them. "And you've been on your own for so long, wouldn't you like to have friends?"

"Who said I didn't have friends?"

Doctor flinched slightly at her harsh tone, "You never mention them."

"Because I can't remember them!" He heard a bang near to where his head was leant which indicated that Phil just hit her head against the door.

"More reason to make new friends."

"Yes to replace the ones I have clearly forgotten," she said bitterly, Doctor ran a hand through his hair, the two of them were quiet. Although he could see how he was partially in the wrong for automatically inviting someone around someone else's home. He would be the same if Phil dragged someone into the TARDIS without telling him first, or even asking if it was alright.

Looking up at the ceiling he frowned lightly at the footsteps again, "You don't mention any of your friends either so I'm not the only one."

Doctor sighed and shut his eyes, bringing up the topic of past friends which had to leave him wasn't a subject he was much a fan of tackling. Hearing shuffling from the other side he quickly shot up and straightened his trousers and jacket out, the door opened and Phil was on the other side looking slightly awkward. He grinned and laughed, "I think we just got domesticated, shall we go? Besseme is good at this time of year. Comet Flowers you'll just love them! Wait a minute...do you suffer from hay fever?" He questioned Phil just looked at him still silent, he flashed a grin and then ducked down to her level more and looked at her. "It's alright Phil! Don't look so down, what have you got to be down about?"

"You're trying to look out for me and I act like a-"

"Stroppy teenager?" Doctor asked Phil slowly nodded which he joined in with and nodded too. "Yes quite well...you technically are a stroppy teenager, all part of growing up and that!" He smiled widely at her, Phil looked down at the ground and opened the door more. "Get packing Phil we have a planet to visit."

"What about the happy lady?"

"We can come back, we do have a time machine remember?"

"You never explained to me the concept of the TARDIS."

"The TARDIS? Well I'll explain while you pack." Doctor nudged her back into the room and watched as she shoved the majority of her clothes in a suitcase. She honestly didn't have many possessions. "TARDIS actually stands for; Time And Relative Dimension In Space, there's nowhere she can't travel. Well ok I lie there are some places she can't go, but that's a minor point. She can translate any language and has a field of oxygen around her. That is why when you looked out at the Ice Warrior ship you could breath." Phil just nodded understanding his explanation. Pulling on a different jacket she stood in her room clutching onto a suitcase in one hand and another backpack in the other.

"Ready for some Comet Flowers?"

"Sort of...can we take the food with us?" Phil questioned while walking out of her room and pulling on her other bag, in total she had three. The two of them stood in the kitchen and then looked up at the ceiling and the footsteps. Pulling her bag off and taking off her jacket she crossed her arms over her black t-shirt.

"Shall we?" Phil gestured to the door, Doctor smiled and nodded walking out of the door the two of them crept down the corridor determined to find the source and the culprit of the footsteps. 

Soon finding a dusty door the two of them exchanged a look before Doctor scanned the screwdriver over it. Hearing a click he pushed open the door, peeking around the two of them looked at a dark room which spanned the whole length of the apartment building. Waving the screwdriver into the room he stepped through first and then followed by Phil. She looked around and frowned, it was dark in this room but it wasn't a thick dense darkness. Shapes and objects could be seen, there was a seat, a barred window and even a rough carpet on some of the floor.

Doctor still scanned the area with his arm outstretched, the footsteps for now had stopped, there wasn't anyone up here that they could see of. He turned back and looked at her, Phil looked equally bemused by the mysterious footsteps.

The two of them stepped away from the doorway and walked more into the room, Doctor continued to scan the room whereas Phil picked up objects which were laying on the ground. She stopped however when a pair of feet were in her line of vision.

Letting out a breath she slowly stood up, slowly she raised her head and looked up at the darkness. That was all it was, it was a mass of black, she let out a yelp when she went shuttling backwards, catching the attention of Doctor who ran after the mass who was pushing her, she hit a wall. The mass hoarsely spoke to her, she stared at it with wide eyes, flinching when it literally exploded she slid down the wall.

Crouching in front of her Doctor flick some of dust and tattered material off of Phil, "Well you found the owner of the footsteps."

"But where did it go," Phil pondered while brushing dust out of her eyes, she looked at the black grey dust before looking up at him. Shaking she heard him let out a cough and jump away from her to avoid getting the dust on him.

"I'm not sure," he looked over his shoulder and then back at her, helping her to stand he walked back to the door. "Come on, we have Comet Flowers to see!" Opening the door and locking it behind them the two of them walked back down the stairs and back towards her home.

Soon the two of them were back in TARDIS along with the food which Phil had bought earlier on. "Is there even a kitchen on here?"

"What? How dare you say that! Of course there's a kitchen on here...you just have to find it."

"You don't know where your kitchen is?" Phil raised an eyebrow at him before walking towards the stairs and down the corridor towards her room. She ditched her stuff in there before walking back down, she laughed and leaned against the railings on the stairs. "You look so awkward!"

"I'm trying to remember where the kitchen is." Doctor replied while standing down near the door still clutching onto the bags.

It was silent in the TARDIS until he made a thoughtful sound and took off running in her direction, he ran past her and down the corridor. "Come along Phil!" He cheered while disappearing around a corner. Phil pushed away from the railings and walked after him, she put a hand on her head and winced. It hurt from where she smacked against the wall earlier on, "Hey slowpoke come along!" Doctor peeked back around the corner and smiled when she took off walking towards him.


	23. Chapter 23

23

"Hey Doctor?" Phil walked towards the console room, the two of them had put the food away in the kitchen, and Doctor had found a bathroom for her to use. Phil now was dust free from the dark mass thanks to a quick shower, Doctor turned away from the console and walked over to the stairs as she walked down.

"What's up Phil?"

"You are a doctor aren't you?"

"If I recall one of our first conversations my answer was yes," he pondered. "So yes!"

"My head hurts." Phil said quietly while rubbing her head, his happy expression disappeared as he looked at her.

"Is it memories returning back? I did tell you your head would start to feel heavier from them," Doctor nodded with a smile, yet the smile disappeared when Phil just awkwardly shook her head. "Right no memories then..." trailing off he walked up the stairs to stand next to her, "What sort of hurt?"

"I think it's from when I got pushed into the wall, but usually when you bump your head it's a dull ache and then goes. This is more like someone repeatedly hitting my head." She rubbed her head and frowned.

"I think you just have a headache Phil stop being so dramatic!" Doctor patted her on the back, Phil clutched onto her head and crouched down onto the stairs. "Maybe I was wrong, Phil? Open your eyes." Jumping onto the step lower than the one she was crouching on he put his hands on her shoulders. "Hey come on Phil open them up, being in the dark isn't going to help." Slowly her eyes opened, scanning her over with the screwdriver he frowned. "There's technically nothing wrong with you."

"But it's so dark," Doctor looked at her confused.

"Phil it's not dark, the lights are on and you have your eyes are open." He said simply while watching the teenager in front of him look wildly around. "Philippa can you see anything?"

"It's dark," she rubbed her eyes, "Just dark." Clutching onto her head again she shuddered, "That thing said that the darkness was coming," rubbing her eyes again she blinked and looked around. "I can see again!" She said happily, although her happiness disappeared when she looked at the Doctor. He was still crouching in front of her with a deeply thoughtful look on his face, one arm was leaning against his knee, where the other he was leaning against. Moving away from his arm he waved the screwdriver at her and scanned her. Looking back at the device he sighed, "That was weird."

"Seems like a message was trying to get out there," he said while standing up and walking down the stairs. Phil slowly stood up too and walked down the stairs, "Does your head hurt anymore?"

"No." He nodded at her answer and typed on the console keys, "So...Besseme?"

"Yes! Besseme you'll love it, there are no people on this planet just flowers and plants and trees...everything floral." Doctor smiled Phil nodded and clicked her fingers, he looked back over at her. "I'll be right back!"

"Where you off to?"

"No shoes," Phil pointed at her feet, sure enough she hadn't got her shoes or boots on, Doctor waved to the stairs. "Get to it then!" Phil didn't need to get told twice before turning and running up the stairs. "The darkness huh? If it's anything like the darkness we just met we're going to be going into a lot of attics." Doctor mused while putting a hand under his chin, hearing a thud he slowly turned to the stairs. "What is she doing up there? Destroying her room?" All movement had stopped, frowning he pushed away from the console and walked up the stairs. "Hey Phil surely it doesn't take this long to find shoes...what sort of shoes are these?" He stopped outside her room and looked at the slightly ajar door. He never paid much attention to her room back on Earth, it was dark in that room the curtains were closed.

Being the curious being that he was he pushed open the door, "Oh," he said quietly while looking around the room. It sort of made sense that from Phil's skill of psychic linking, and from linking onto him, something obvious would happen. Her room as a TARDIS blue, even the other side of the door was like the front door of her. Hanging from the ceiling were paper chains, some were metallic looking. Every now and again something in the room would change, something small like one of the chains would move or change colour. That was Phil trying to remake a room from her memories, she'd already got to work and covered some walls with her drawings, some were on the floor like she said there would.

Laying on the bed was Phil, who yet again was clutching onto her head, walking slowly over, while avoiding stepping on drawings. He looked down at her, "Another headache Phil?" She didn't answer but a few seconds later she sat up. "My head feels heavy."

"Remembered something?" Doctor sat down next to her, Phil looked to her feet and reached down to do the laces up on her boots. "Yeah...what a moment this is, I don't think my head has hurt this much before."

"At least now you know what the feelings feels like, as before the feeling would have been wiped from your memory." He said, Phil looked at him confused before deciding to just nod slowly. "Do I dare to ask? First memory of school? Remembering your family and friends?"

"No, this memory is something I would rather not remember."

"The day of the crash?"

"No," Phil answered quickly and crossed her arms, "I remember the day everyone died...I remember moving in, although I can't remember how. I didn't have a job and I didn't have money, but somehow I managed to get a flat. I remember meeting the other people on the floor, but no sooner had I gone into my new home did I hear a scream. Naturally I went to explore, I thought someone was screaming at something silly like a spider you know?" Phil laughed slightly at that and looked at him, Doctor naturally smiled and nodded too.

"If only it was a spider eh?" He asked, Phil shrugged and ran a hand through her chin length curly hair. "Why...why out of my whole life do I remember witnessing death?"

"Because from witnessing that, it made you more of who you were."

"Were?"

"You can't say you haven't noticed how much you've changed in such a small amount of time? Come on Phil your silly but not that silly not to notice your own behaviour. When we first met you hardly wanted to talk to me, at some points it looked like you wanted to kill me. But now you're all chatty and smiley." Doctor said while earning a small nod from her. "We'll figure this darkness out Philippa," he stood up and straightened his jacket out, she sat with a thoughtful look on her face. "Come on Phil! Besseme is awaiting," Doctor held out a hand Phil gave a sigh and put her hand in his, helping her to stand the two of them walked out of her room.

"By the way I must give you credit for your interior design." Phil grinned and let out a laugh, "I approve!"


	24. Chapter 24

24

"The best part about Besseme is night time, something happens which you will not want to miss! But as for now you're free to explore." Shutting the door behind them Doctor looked to Phil who still had a thoughtful expression on her face. She was still mulling over her obscure memory and being used as a messenger against her will, even Doctor knew what she was thinking over, because at the moment they were both sharing similar thoughts.

"You weren't kidding when you said this place was all floral." Phil pulled him from his thoughts, with a smile he turned and looked at her. "Yes all floral no people, peace and quiet. Personally peace and quiet are a little irritating to me."

"Maybe because you aren't quiet...or peaceful?"

"Well yes – hey!" Doctor exclaimed suddenly registering what Phil had said, she laughed and walked past him and walked through the mid thigh length grass. "The sky is purple."

"Purple? Well yes it is purple what a great observation that is Phil, quite the eye you have there." Doctor took a step forward and was soon standing next to her looking over the scenery.

"But it's purple."

"Yes Phil I can see, it is purple so what? What's wrong with purple?"

"Purple."

"Seriously Phil with the way you're going it sounds like you thought everywhere would have blue skies. You have quite the complex about skies there." Doctor paused and then pointed at her, she slid her eyes from the scenery to look at him. "You have a blue sky complex."

"Well," she gave a shrug and walked down the hill they were standing on, he walked quickly after her. "Everyone has some sort of complex don't they? Mine just happens to be over skies." She laughed and put her hands in her jacket pockets.

"What a good complex you have."

"You're so jealous of my complex I know it," Phil winked and laughed when he looked at her dumbly. "But this place is so beautiful."

"It is isn't it?"

"I would make this my second home away from home."

"Where's the first?" Doctor questioned, Phil jerked a thumb back to the TARDIS which could still be seen despite them being in the middle of walking down the hill. "Of course it is I knew that." Phil just raised an eyebrow at him with a smirk. "Oh shut it," Doctor said childishly while walking past her and down the rest of the hill. 

The day on Besseme was spent exploring.

"We should have bought a picnic."

"Oh how English countryside of you," Doctor commented while standing behind her, Phil was crouching to look into the clear water of a lake they'd discovered. Looking over her shoulder she smiled and nodded. "I am English...and I am hungry."

"You people and food."

"Do you need to eat?"

"Not really," he answered while looking up at the sky, it was slowly getting darker, "I sometimes eat after regenerating." Phil stood up and brushed her hands on her jeans, "Come on Phil we have Comet Flowers to go and see." Doctor turned and walked back the way they had came, past trees and vivid coloured flowers. It didn't take them to long to get back to the hill with the TARDIS still sitting upon it.

Stopping walking Doctor turned and looked up at the sky, which was now a dark purple, the stars shining looked like they were glowing a light blue colour. Phil stood beside him and looked confused, "Turn around Phil." She looked up at him sceptically, he shook his head. "Out of all times you could ignore me, you choose now? When we're in no danger and we're safe, you don't listen to me now?" He sighed and put his hands on her shoulders and turned her around.

Phil's expression changed from sceptical to amazed, "They're like fireworks."

"But without the annoying banging, but yes you're right they do look very much like fireworks don't they?" Doctor smiled and put his hands together, Phil's expression did resemble that of a little child watching fireworks on bonfire day. "You know most Comet Flowers explode? But these ones evolved to the point of looking like fireworks." Phil shrugged off her coat and put it on the floor and then sat down on it, she pulled her legs up to her chest and leaned her head against her knees. She looked up at him and then back in front at the different coloured explosions. Phil patted the part of coat next to her, Doctor slowly sat down and stretched his legs out in front of him.

In the end the two of them took to laying down and using Phil's coat as a odd fashioned pillow, it was protecting them from the slightly dew covered grass. Putting an arm under her head to lean on Phil tilted her head to the side, "Does it hurt?"

Doctor looked at her confused, he entwined his hands together and put them on his stomach. "Does what hurt?"

"Regenerating?" Phil said simply while fidgeting slightly, Doctor looked back up at the sky and the exploding Comet Flowers.

"It does," he said slowly, she looked at him quickly. "More mentally then psychically."

"I guess," Phil said while sitting up and stretching her arms out in front of her. "Everyone grows to know you, and then you change." Doctor sat up too and looked at her, Phil sighed heavily and looked at him. "Leather jacket to brown suit to bow tie. I've seen those three changes." Phil explained the last two regenerations, Doctor just nodded slowly. "Why do you regenerate?"

"Aren't you all curious all of a sudden?" He rubbed his hands together and looked up at the sky. "What's with the sudden questions anyway Phil?"

"You have the option to not answer you know. I don't know...you save my life and I just kinda suddenly find myself travelling with you. I would like to know a little about the person who saved me and am now travelling with."

"On one condition."

"Oh yeah?"

"You exchange information too, this isn't fair it just being me." Doctor said while Phil gave him a nod. "So why do I regenerate, I guess you could call it a way of cheating death." Pausing he nodded slowly Phil raised an eyebrow at him.

"Ok so that's one thing which makes you different from people."

"I have two hearts."

"Wow," Phil looked at him wide eyed, "Thanks for that information...not sure what I'd do with it. That's got to be a pain, if one broke you'd be living off of one and then you'd be more mortal."

"Broke?"

"Everyone suffers from heart break Doctor." Phil leaned her head against her arms which were back to leaning against her knees. "But then time heals all wounds even for a Time Lord huh?"

"Do you have family Phil?"

"Yes...somewhere."

"Somewhere on Earth," he gave her a lazy smile, she laughed and nodded.

"Yes somewhere on Earth I have a family. I think I only have an aunt and uncle, but that's still a family. Don't ask for names I can't remember them...why would a Fendahl steal memories of my family?"

"Maybe because family is a sore topic for you?"

"You make it sound like it was looking out for me," Phil looked at him, Doctor gave a shrug and looked from the sky to her.


	25. Chapter 25

_Thank you for all the awesome reviews! You're all awesome for doing so! :D_

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"It was alone along with you, you two linked together and somehow you managed to change it. You got a companion although you didn't know it."

"Do you have a family?"

"I did a long time ago."

"What happened?" She asked quietly, it was silent between the two, Doctor was thinking over her question and she was waiting for him to answer.

"They died."

"I'm sorry to hear that." Doctor looked over to her, she generally looked very upset to hear all of his family were deceased. "So how did you set off on the traveller path of life?"

"I just wanted to have fun Phil!" Doctor laughed and smiled widely, "I left home with the intention of seeing the universe and to have fun. More often than not I found myself getting involved in problems, I pull a few heroics and everyone lives happily ever after." He clapped his hands together and pointed a finger at her. "Did you ever want to travel?"

"Not really, I don't think I can really say that now."

"Good to see I've changed your opinion on travelling!"

"That you have." Phil pushed some of her hair behind her ears. "Does it hurt being on your own for so long and does it get any better?"

"I think you know the answer to that question already Phil, you don't need me to answer it." Doctor looked at her side wards.

"Can I ask how you became on your own?" Doctor looked at her seriously, Phil just shook her head. "Don't answer."

"There was a war," Doctor started. "The Last Great Time War, it was between us – the Time Lords – and the Daleks, no doubt stick with me long enough and you'll cross paths with them. You won't like them, they're annoying, they annoy me so no doubt they'll annoy you. Especially considering you get annoyed very quickly."

"You went off on a tangent Doctor," Phil laughed lightly at him, "But ok, they're annoying. And you were in a war?"

"Yes and yes I was."

"Is that why you hate fighting so much? I haven't personally witnessed you being in a fight or flight situation, but I get the feeling you're not one for conflict."

"You don't need me to answer questions! Your strange visions from telepathically linking to the Fendahl and to the TARDIS and me have all the answers."

"But answers are better heard from the person who's being questioned. Not from something which I've seen while daydreaming."

"Answers straight from the horses mouth then huh?" Doctor mused and nodded slowly. "True I am not one for conflict. If anything I'm very cowardly and run."

"Sometimes," Phil said with a slight yawn. "At times all you can do is run." The two of them sat in silence looking at the multicoloured explosions in front of them.

"I ended the war...at the price of my kind and my home."

"But not the Daleks?"

"No not them, but then I did meet Time Lords a while ago. I sealed them in a Time Lock."

"You're the only Time Lord left well and truly then?" Doctor gave a slow nod, Phil reached up and put an arm around his shoulders. He jumped slightly from the close contact and looked at her, "Sorry for asking."

"I'm sure you were bound to find out sooner or later." He said while she gave him a pat on the shoulder and moved away from him.

"How old are you?"

"Oh Phil you're killing me!" Doctor whined and put his hands over his face while collapsing backwards against her coat. Phil laughed and shook her head, "I'm 909...950...1000...I think it's one of those." Came the muffled reply, Phil looked at him wide eyed.

"You think?"

"Look between going back in time, going forward in time I've just forgotten my age." Doctor leant against his elbows and looked at her, "Is that all the questions now? Shall we leave now? The Comet Flowers are settling down and I think we should take our leave." Doctor stood up, Phil did too and brushed her trousers down, reaching down she picked up her jacket and shook grass off of it.

"How did you manage to get your home?" It was now the Doctor who was asking the questions seems Phil got carried away asking him some. He thought it was a rather good idea to get to know a little about the odd teenager he was travelling with.

"I think it was my aunt, I think...my aunt was my dads sister – obviously – but she never liked my mother...I think..." Phil trailed off thoughtfully while clicking her fingers suddenly, the two of them were sitting on the steps which lead up to the console. She put down her cup and smiled suddenly, "Be right back." Doctor looked at her confused and watched her bolt up the other stairs and down the corridor. "I don't think I will get used to her odd nature," he said while trying to drink some of his tea. "What is it with people and tea?" He questioned no one, "We've been out all day stick the kettle on!" He mimicked a London accent and made a clicking noise with his tongue. Hearing footsteps approaching he looked behind him, "Although I'm not complaining I like tea." he said just as Phil jumped down the steps walked past the console and sat back down. She made a heavy sighing sound and put a hand over her stomach, "Running to quickly...here," she waved a red packet at him. Doctor grinned suddenly, "Jammy Dodgers!" Phil laughed awkwardly while trying to catch her breath. "These are the best biscuits to ever exist I swear!"

"Aha."

"Speechless over the awesome biscuits I see," Doctor opened the packet and waved it at her, Phil took one and dunked it in her tea. "But as I was saying, my mother and aunt never got along. But my aunt loved me an Tim dearly, so I think she perhaps helped me out with getting a place to stay while I was at the college. But I can't remember getting in contact with her."

"I'm sure you'll remember that soon Phil," Doctor pulled another biscuit out of the packet she raised an eyebrow at him. "Ya know I bought these to share you're practically eating them all!" Phil exclaimed but laughed at his bemused expression. "I thought they were a present?"

"For what?"

"It could be my birthday."

"Emphasis on could, you said you couldn't remember your age so I doubt you'll remember your birthday...and you said you didn't need to eat and here you are munching down all the biscuits."

"But..but...but...oh shut up," Doctor rambled and then pouted in her direction childishly, Phil grinned and laughed, which just caused him to smile widely.

"Face it Doctor, Jammy Dodgers would be a rubbish present."

"Well I don't know about that Phil, I quite like it." He said while popping another biscuit into his mouth and happily eating it.


	26. Chapter 26

26

"This place is great! You'll love it I'm sure, there's shiny things – because you love shiny things. Well you called the TARDIS shiny twice so I'm taking that as a sign of you being a magpie in a past life." Doctor said just as the TARDIS ground to a halt, Phil stopped clinging onto the stair railing and stood up. "And you get to get your grubby little mits on some future technology." He rubbed his hands together eagerly, she looked at her hands and then up at him. Phil walked down the stairs and crossed her arms over her checked shirt.

"We're here for you aren't we? You're going to be like a little kid in a candy store." Doctor stopped smirking happily to himself and looked up at Phil, "Well yes," he said with a slow nod. "But it'll be good for you to see what shiny, cool things get created in your future." He said while grabbing his jacket, Phil rolled her eyes while his back was turned.

"Come on the Phil we have technology to oggle at!" Doctor happily strolled towards the door, Phil let out a sigh and walked after him. She'd just discovered something which made the Doctor more excitable than usual – technology.

"Stop looking so miserable!"

"I'm thinking actually," Phil said so obviously lying, she was rubbish at science at school from which she could remember. The thought of trailing behind Doctor as he excitedly rambled on about nearly everything he saw was something else completely.

Phil jumped when Doctor leant down and looked her in the eyes, "You're such a liar Phil, and not a very good one either not convincing at all." She rolled her eyes and put her hands in her black jean pockets. "Sorry!" She smiled slowly, "But come on...lets get out there."

"That's the spirit! Smile through things which you actually dislike, that's what I call acting." Doctor put his hands on the door and pushed it open, he allowed her to go out first. Phil walked out and then stumbled back and ended up leaning against him.

Being greeted by guns being pointed at them wasn't what they were expecting.

"What great warfare technology they have."

"Not a time for your sarcasm Phil," Doctor whispered to her and then cracked out a grin for the hostile people in front of them. "Hello there, I'm Doctor Smith and this is Doctor Phil," he put a hand on her shoulder. She looked up at him not taking to kindly to being called after an American reality star. "May I ask why we're looking down the barrel of all your guns?" Doctor asked slapping Phil's hand away from reaching out to touch one. "Ignore her, she's a very touchy feely person." He waved at them, Phil yet again looked over her shoulder at him with a harsh look.

"They seem alright, take them for processing." One man said as soon as he finished the other surrounding people bombarded them and separated them. Phil shouted naturally to let her go, pulling out the sonic screwdriver Doctor pointed it around, the people stopped and stared at him. Standing with a man still gripping onto his other arm Doctor looked at them all seriously, "Let her go."

"He has a weapon!"

"It's a screwdriver...a screwdriver! It's not a weapon," he rolled his eyes, Phil was still trying to wriggle her way out from the three men's grasp who were still clutching onto her. "Oh forget it, I didn't want to do this because it was meant to be a secret," Doctor said while pulling out a little black item. Phil frowned and leaned forward to look at it, flipping the little wallet like item open the Doctor flashed it around.

"Sir! Why are you passing yourself off for a doctor?" The main man exclaimed, "Let her go this instance too. I'm sorry ma'am." Phil took a confused step forward and then looked at the man.

"It's alright," she said slowly and crossed her arms.

"Follow us right away, it is not safe in this section," the man turned to leave along with the other people. Phil waved a hand at him, "Let me look."

"It won't work on you."

"What is it?" She whispered, Doctor handed her the black wallet flipping it open Phil raised an eyebrow. "It's blank."

"Told you it wouldn't work on you," Doctor said quietly, the two of them were talking quietly that the surrounding people who were escorting them somewhere apparently "safe" couldn't hear them. "Psychic paper needless to say it wouldn't work on you, your psychic level is to high."

"I am limitless," Phil winked and then bumped into one of the men who had stopped walking, Doctor pulled her back slightly by her arm because the man turned and glared at her.

"Here we are, Zone 13."

"Isn't that a little unlucky?" Phil questioned and looked up at the spray painted word and numbers on the wall. The man who spoke looked at her confused awaiting for her to explain why, "13...it's an unlucky number."

"That's just superstition Phil! Quit being so superstitious someone's been listening to old tales to much again."

"Actually-" her sentence got cut off by Doctor putting a finger to her lips, she frowned and crossed her arms. "But she's right, but more importantly what is that?" Doctor moved away from where she was standing and looked at the glowing sphere in the room. It was on a plinth seemingly hovering, the leader followed after him.

"Don't touch it sir, you need the gloves remember?"

"Gloves yes! Gloves who has gloves?" Doctor questioned and then grinned when a pair of gloves were shoved into his hands. Phil slowly walked over, "What is it?"

"It's a map."

"A map? Why would you need gloves for a map?"

"Come along Phil we're in the year 9154, these gloves are special." Doctor looked at her while pulling them on, "Special and comfy just how I like gloves." Phil just gave him an odd look, she looked over her shoulder. The people who tried to capture them were now pottering around, "We're in a warehouse."

"Great observation, but why?"

"Base? Everyone has a base, you know like a secret place to work."

"You mean like Batman and the Batcave?" Doctor raised an eyebrow and touched the sphere, which sparked into life and went from glowing blue to a deep green colour. "Don't blur the fictional Phil, but you may be right," Doctor looked up and around the warehouse like room they were in.

"I used to love Batman..."

"Yes you used to watch it in the mornings while eating cereal. Cereal and cartoons a tradition you've not dropped." Doctor smiled and then touched a symbol. Phil looked at him shocked, he looked at her quickly and then back at the sphere. "What?"

"Cereal and cartoons...that's why you said that back in the shop..."

Doctor gave Phil a triumphant smile, "Don't think you telepathically linking went completely unnoticed, but moving away from cartoons and cereal. This is a map, and you asked why one needs to wear gloves to access it. Yes it is slightly weird, but this is made out of something which human hands can't touch."

"You're not human," Phil whispered while putting a hand over her mouth so a man walking past couldn't hear her. Doctor made a "Pfft" noise and looked at the map before stepping away from it, "Even so I still can't touch it. We're in the middle of a small war, there's a Resistance and The Core."

"You learned that from a map?"

"No, how can anyone learn that from a map? A map is used to show people directions," pulling off the gloves while giving her a dumbfounded look he shook his head. "I knew we were in a small war because we're surrounded by soldiers and weapons. For an observational person you're not being very observational."

"So which side are we on?"

"We're not on either side Phil, we're on the fence looking over." Doctor eyed up the people walking around.

"What did the paper say?"

"We're technical and weapons specialists."

"Wow." Phil nodded her head, "That's a occupation I will never get in life."

"You could," Doctor said simply while looking down at her, Phil shook her head with a small smile.

"I think slight time traveller is a better occupation. I don't want an occupation which involves weapons."

"Nor do you want one involving pets, no to being a vet and no to this." Doctor patted her on the head, "Your occupation at the moment is fine enough!" Phil just gave him a smile while he removed his hands, gave her the gloves and walked off to try and talk to someone.


	27. Chapter 27

27

"So the Resistance," Doctor said while slowly sitting down, by now Phil and himself had been introduced to the leader of The Core. He was a short man but muscular, he scared Phil slightly and each time he looked in her direction she flinched.

It was rather obvious that this man knew she wasn't a technical or weapon specialist.

"We're here to fight for our rights and our families rights." Kirk said simply while regarding the two of them. "Who are you two?"

"We're travellers who got our dates and times mixed up, I think we're off by a few years." Doctor pondered while looking up at the office ceiling.

"Knew you two were nothing to do with fighting for this, 'specially her." Kirk waved a hand at Phil who flinched again. "She's to cowardly."

"Well granted Phil hasn't had any fighting experiences. But that doesn't mean her tactical skills aren't up to scratch." Doctor said while leaning forward against the table. "When did the fighting start?"

"When the Resistance stole it from us."

"It?" Phil questioned and received a hard look from the leader, she swallowed and put her hands in her lap. She suddenly felt like a little child at school being told off by a teacher. "Yes it," Kirk said sharply.

"I think what she meant was, what is it?" Doctor said while eyeing the man up, he looked at Phil suddenly who just didn't look very happy about being in this situation. "Say Phil? Why don't you go to the map room and find the nearest location of Resistance troops?"

"Ok," she pushed herself out of the chair and walked off leaving them two alone.

"You know the darkness follows her right? Can't you sense it? It is heavy..." Kirk looked at the Doctor with a dazed look. Phil had spoken something to him and had the same expression, it wasn't him talking, just like back then it wasn't her talking.

"Yes I am well aware."

"It is dangerous to be here or anywhere." Kirk blinked and shook his head confused, "The thing they stole is what gave our planet light." Kirk explained suddenly back to normal, Doctor sighed quickly and nodded, flicking his eyes back up to look at him he leaned back in his chair. "Are you alright mate?"

"Yes I'm just processing something," Doctor said and then clapped his hands together suddenly. "Stolen your light! Right well that's just not on is it? Hence why everywhere is in darkness..." He said slowly with a frown. "Phil."

"What?"

"I have to find Phil quickly," Doctor ran out of the room leaving Kirk sitting there confused, running down the hall Doctor ran through many doors trying to get back to the map room. 

Meanwhile Phil had taken to trying to figure out how to use the sphere map.

She had the gloves on, she'd touched it just like the Doctor did, yet it was still glowing a blue colour and didn't seem to register her at all. "Oh come on, I'm human." She snorted and touched harder on the sphere, yet it still didn't register.

Hearing movement from behind her she turned and looked at the darkened warehouse room. This place was creepy, she hated it. Yet she knew she wouldn't be able to leave because Doctor obviously wasn't going to leave when there was an obvious problem going on.

Phil was to busy trying to get the sphere to work that she hadn't heard someone creep up behind her, when she did register the person it was to late, they'd covered her mouth and nose with a cloth which caused her to slowly black out and go limp. 

Practically collapsing through the warehouse doors Doctor caught his breath and looked around, no Phil, she wasn't in sight at all. "Phil!" He shouted and ran around the warehouse, the other men had gone elsewhere and it was only him in here looking for the missing teenager. "Oh Phil..." He said tiredly and walked up to the map, taking out the screwdriver he scanned it.

It managed to pick up the trace of psychic energy which naturally surrounded Phil, walking after the trail he frowned when it stopped. "How can it just stop?" He pondered and then grabbed a man who walked past, the man naturally shouted at him to let him go. Grabbing his wrist Doctor scanned over a watch like device, "You have teleporters? You can teleport?" The man just nodded quickly not liking how serious Doctor's tone was, or the dark look which he was giving.

Turning around Doctor ran back towards Kirk's office room, Kirk turned away from the window when he burst back through. The leader looked confused, "You can teleport? What is it with people and teleporting? Don't you know it is dangerous?"

"What are you on about?" Kirk walked back to his desk and sat down slowly, Doctor walked over and put his hands on the desk and leaned against it.

"I am well up for fighting for ones rights, but sir you seem to have a traitor in your camps. That or someone from the Resistance has got in. Are you lot the only ones with teleporters or are they something anyone can get their hands on?"

"That's impossible there can't be a traitor in here, everyone who is here has been processed except you and your friend."

"Yes apart from I wouldn't abduct my own friend would I? No I wouldn't because that is stupid, someone from here has taken her to somewhere else. Or your fortress is all but impenetrable and the Resistance have got in."

"Why would they take your friend? She seems unimportant."

"Listen to me, and listen well, no one is unimportant." Doctor said seriously while staring the leader in the eyes. Kirk looked away with a sigh, pinching the bridge of his nose he looked back up at the Doctor who was still staring at him with a hard look.

"You've not really explained the problem Kirk, how did this planet tear into two?"

"After the slow destruction of our home, we all settled here. It was inhabited no one was here, not even an animal inhabited this place. When we started to build the cities people started to disappear, not only that the people who disappeared returned to fight us to stop building. That is why half of the planet is still in construction. The fighting has become to much and we haven't the people to carry it on." Kirk paused to cross his arms and lean back in his chair, Doctor exhaled slowly and pushed away from the desk. Sitting down slowly he crossed his arms and waited for the man to continue.

"But the people who returned it's like it isn't even them. You talk to them but they don't register the words. You say there's a traitor in the ranks here, I ask why?"

"Well if you want to stop something from happening, pick it apart from the inside." Doctor said while looking at him, Kirk nodded slowly and ran a hand through his short black hair.

"But then why take your friend?"

"I don't know," Doctor ran a hand down his face irritated suddenly by all of this. "Do you have anything which goes against psychic energy?" Doctor questioned slowly thinking over the question, Kirk let out a short laugh which caused him to look at the leader confused.

"Psychic energy? Those who had any have long since gone, didn't you know?"

Doctor just stared at the man and then frowned, "Then why is your map powered by psychic energy?" Kirk's eyes widened slightly, "Surely the man who clearly was in charge of rebuilding your home knew of the underlining psychic energy which laid dormant here?" Doctor was stunned slightly by this man's lack of intelligence, and lack of knowledge to scan the planet for any sort of energy before settling down.


	28. Chapter 28

_Thank you again for r__eviews! I'm__ absolutely knackered from work xD Remembrance Day is always so busy!__ Oh well,__ enough rambling...enjoy._

_Oh! I also have to say; Nexusvore is a completely made up species. I thought I'd tell you all that for the heck of it! xD  
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Exploring more of the warehouse Doctor frowned, scanning every now and again he raised an eyebrow. "Sir are you alright?" A voice asked from behind him, turning around Doctor looked at the young man standing in front of him.

"Yes! Yes I'm fine, tell me...these," Doctor pointed to the monitors on the wall, "Are they all over the planet?"

"Well yes they're everywhere in each building, they were going to be used for transmissions. You know like public announcements would be broadcast on them."

"Isn't that interesting?" Doctor smiled slowly, the young man blinked and looked at him confused. "Where's the power source for these?"

"In the main electrical maintenance room."

"Tell me..."

"Darin."

"Right! Darin I need you to take me to this electrical maintenance room."

"But sir-"

"Ah," Doctor pointed a finger at him, Darin looked at him confused, "Just point me in the right direction." He said figuring that the young man was going to pull some excuse about not letting him go there. Darin sighed and extended his arm to the side, Doctor grinned, "Thank you Darin, better get back to work slacking isn't a good trait." He walked down the corridor and easily found the room.

Having a sign with "_Electrical Maintenance Room – Authorized Personal Only._" Was a big give away, staring at the number lock on the door Doctor pulled out the screwdriver and flashed it over the lock. It didn't take long for it to click now allowing him to walk in, shutting the door behind him he flicked on the lights and looked around. There was no one else in the room just loads of monitors and computers. Spinning the screwdriver in his hand Doctor walked up to the nearest computer and waved the screwdriver over it. This allowed him to easily hack into the system, "Monitors over the whole planet, each building has a monitor. If it is anything like this building it'll have a few ten...or more." Doctor said simply, while exploring he had managed to find monitors going into the double digits. They were there – if Darin was right – for public broadcasting.

Grinning suddenly Doctor typed quickly on the keyboard, "Got to love this technology it's so easy to hack into." 

The Nexusvore known as Naramiel stood suddenly, looking towards the monitor in her cell she frowned when the image of a young man flicked on. She raised an eyebrow at his happy disposition, _"It works! I am brilliant really truly I am, hello? Hello! Phil? Lazy silly Phil where are you?" _Naramiel watched him run a hand through is short brown hair before heaving a sigh. _"Regardless if you can hear me or not, I have figured everything out! Because I'm brilliant like that." _Naramiel turned her head to the side to the young woman sleeping in the cell next to her. Walking over she extended her arm through the bar and touched her, "Child you need to wake up." Naramiel spoke so quietly it was like she hadn't spoken at all.

Slowly though the girls eyes opened, green eyes looked up into her ice blue ones.

Naramiel turned and pointed to the screen, she rubbed her eyes and sat up slowly, "Doctor?"

"He's asking for you," Naramiel spoke quietly again, she turned and walked away and back into the center of her cell. The two of their cells literally were next door to each other, leaning her head against the bars Naramiel's new cell mate looked at the screen.

"_Ok look, I can't explain everything right now because I am rather sure things will get more hectic at your end if I did. I have to say I now share your dislike for technology – only at this time. Although it is very easy to hack into so I guess I should like it for that reason. It's not the same!" _The man now known to Naramiel as Doctor exclaimed suddenly the last part of his sentence. _"I'm going off on all sorts of tangents here, you're not here to shut me up...oh well, I need you to do something for me Phil." _Naramiel turned and looked at the black haired woman who frowned slightly and nodded. _"Focus, now I already know what you're going to say – or are thinking – on what? I need you to focus on..." _Doctor trailed off and tapped himself on the head with the screwdriver that action alone suddenly made him smile widely. _"On this! Focus on the screwdriver."_

"He's lost it, well and truly he has lost it." Phil muttered while running a hand down her face, Naramiel shook her head slowly.

"_You're not even trying are you? Listen Philippa, this is one of those times where you have to listen to me and trust me. Granted you do those two things anyway, but quit being a defeatist teenager at the moment and listen to me." _Doctor paused, the image on the screen flickered slightly. _"You need to focus on the screwdriver. Focus on the sound, focus on how you commented on it being different than the others. By doing that I will be able to get coordinates for where you are, because you'll be linking with it." _Phil frowned and put her hands over her eyes, Naramiel could see she was trying, a small buzzing sound was heard and with the buzzing sound a happy noise from the Doctor accompanied it. _"Way to go Phil! I have to admit I didn't think this would work. Keep focusing," _he gave a thumbs up but the buzzing stopped. Doctor frowned lightly, _"Ok, how about...think of the TARDIS? I just need you to focus on anything, I'm pointing out the obvious things here. I'll give you an option list how's that? Screwdriver, TARDIS, your drawings, home, family...Fendahl?" _Doctor tapped his head again and then clicked his fingers. _"Me!" _He gave a wide smile Phil shook her head.

"Egotistical-"

"_You're still not trying!" _Doctor cut her off from complaining, Phil groaned and leant her head against the bars to the cell. _"Listen Phil, we really don't have much time so get to focusing already!" _

"Nagging-"

"_Come on Phil!" _Doctor yet again cut off her sentence, heaving a sigh Phil shut her eyes and stood still. Naramiel looked at her side wards interested by her new human cell mate.


	29. Chapter 29

_Xeraphin are real Doctor Who alie__ns I can foresee me popping in now and again to say which I've made up and which I haven't! Planet Vega is also made up...oh yeah, this is going to happen heaps I believe! xD_

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Phil still stood with her eyes shut, trying hard to focus, focusing onto the screwdriver failed, so Phil chose to work through the list. _TARDIS, _she thought she then mentally ran through all the things she liked about the blue police box. She also remembered the first time she'd seen it, to earlier on when walking out of it. The monitor on the other cells wall kept flickering, but none the less Doctor still sat on screen smiling and talking.

Phil was zoning out of him talking, or mindlessly rambling, but even though she wasn't paying attention the other person in the cell was. Phil opened an eye and looked at her, the screwdriver made a weird noise which caused Doctor to sigh. _"Phil! You lost focus!" _

Shaking her head she shut her eyes again, _my drawings, _Phil frowned slightly, they were a hard thing to focus on. There were to many to focus on that it caused the screwdriver to stutter with sounds. _"Woah! Easy there Phil." _Doctor said disapprovingly, Phil stomped her foot annoyed, this was hard! She didn't even know why she was doing this or what the point was. Yes he said it would give him coordinates to find where she is, but how? She just didn't understand, none the less she moved onto the next thing on the list. _Home, _she thought she couldn't remember her childhood home and her London home was pretty awful in her eyes, and the TARDIS thought went off on a tangent and she lost her concentration.

_Family, _she couldn't remember her family thanks to amnesia from an early age, she was sure that she'd remember them eventually but that trail of thought lead to a dead end. _Fendahl, _Phil vaguely saw it once or twice, and the slight memories had returned to her, but she was finding it increasingly hard to focus on something which had taken her memories...and equally used her as a food supply for nine years.

That just left one thing left on the list, _Doctor, _Phil thought with a slight frown, this line of thought could go on. She remembered the first time they'd met, she'd told him to move and he followed her home. That just lead to the line of thought of fish fingers and custard, making a sound Phil tried not to lose that thought. Phil ran through the things that she'd seen while being in his company, and their conversation on Besseme.

"_Well done Phil! You can stop now," _Doctor said as Phil opened her eyes and looked up at the screen. _"I now know where you are...well I will do once I get back to that map. Something is up with that map," _Doctor said thoughtfully, _"See you soon!" _With that the screen went black, Phil rubbed her head and looked to the figure in the other cell.

It was obvious that she wasn't human, this woman had a light blue skin tone, long white hair and was wearing a long white plain dress. Sensing her staring she turned and looked at her seriously, "Who are you?"

"Naramiel," came the reply, Phil raised an eyebrow it was like she hadn't spoken, Phil hadn't seen her mouth move. Naramiel turned away from her, Phil's eyes widened, trailing from the base of her neck and down to the middle of her shoulder blades were wires. Lots of different wires, different shapes and sizes and colour.

"What happened?"

"I'm a captive much like you," the blue skinned woman replied cynically, Phil looked down at the grey floor. "How?"

"Do you know where you are traveller?" Naramiel looked over her shoulder and narrowed her eyes in her direction, Phil held onto the bars of her cell and shook her head. "You're a long way from home aren't you?" Naramiel turned and looked at her, "You're on Planet Vega, I am Naramiel and I am the last Nexusvore." The woman said yet again seemingly without opening her mouth. "We're closely related to the Xeraphin, a species you know little of. But something you do know of, psychic beings." Naramiel smiled slowly which caused Phil to frown slightly. "We're highly psychic, we can also wield psychokinetic energy, possessing people is a breeze too, but that's usually a way to communicate."

"So how did you become a captive?"

"Possessing people is a breeze didn't I just say?"

"You created the Resistance?"

"That I did."

"For what reason?"

"When those came," Naramiel waved a hand to the monitor, Phil figured she meant the people here running around with guns. "I was in a state of hibernating, they found me in a dormant state and wired me up to their technology. You wondered why the map was like it was, it is like it is because of me."

"Is that why I couldn't use it?"

Naramiel gave her a smirk and nodded, "You do catch on quickly don't you?"

"So they've been using you as a power source for how long?"

"They've been here longer than what that man has probably told you."

"You mean Kirk? Yeah I dislike him too."

"I'm sure we dislike him for different reasons," Naramiel walked up to her, Phil fidgeted on the spot and looked at her.

"I have a question to ask you."

"Go on," the wired up woman waved a hand at her, Phil took a moment to think over her words and look at her. "If you created the Resistance, then why are you still caged up?" 

"Darin!" Doctor cheered happily to see the young man again, he wasn't lying when he said he'd got the coordinates of where Phil was being held. "I need your help," Doctor quickly tapped him on the shoulder, Darin raised an eyebrow at him, which just caused him to smile slowly. "Yes help are you willing to help? I have to obviously ask because well...you listen to orders from Kirk."

"What do you need help with?"

"That a boy!" Doctor punched him in the arm, Darin rubbed his arm and looked at him seriously. "Do people not do that when they agree to something?"

"They don't usually get hit."

"Oh well sorry there then! You're willing to ignore your commander to help an outsider?"

"You don't understand sir, Kirk is a rubbish leader, his decisions have led us from bad to worse. Not only that my brothers on the Resistance I want to get him back."

"Ah...nothing worse than a bad leader, two brothers on opposing teams." Doctor put his hands together in thought. "I take it you know this planet and the layout well?"

"Yes sir."

"Right in that case, I'll help you get your brother back if you help me get my friend back."

"It's a deal sir," Darin nodded and got told the coordinates from Doctor, he frowned lightly and thought over the coordinates before leading him the way.


	30. Chapter 30

30

"There's just somethings which can't be overwritten."

"You mean like keeping you locked away?" Phil and Naramiel were sitting down facing each other, the only thing sectioning the two of them were the bars.

"Exactly," running a hand through her long white hair, she flicked her ice blue eyes up at Phil. "Listen to me, if someone uses that map, or any of the technology, I will die a little more. I am dying human known as Phil." Naramiel said in a sad tone. "And I am asking you for help, can you help me get out of here?"

"You know this is the second time I've been in a cell thanks to Doctor – well actually that's a lie, I've been in a cell twice since travelling with him. The first time I got out and then got sent back in, I will try Naramiel, I will and help you out, but please...there's not much I can do." Naramiel smiled a calm smile and nodded slowly. Phil stood up and walked towards the door, looking to the side Naramiel was already standing beside her watching her intently.

Her behaviour scared Phil slightly, she talked without moving her mouth which led to her being telepathic, and she was really very fast at moving. Sighing and tucking her hair behind her ears Phil looked at the lock, unlike the Ice Warrior lock which was human made – this one wasn't.

"I don't know how to pick it," Phil leaned her head against the bars, Naramiel made a thoughtful sound and clicked her fingers. She shut her eyes and frowned, moving away from the bars Phil watched her interestedly, soon footsteps could be heard which caused her to snap her head towards the corridor in front of her.

"Possession is a breeze human known as Phil, keep that in mind. It is another thing completely when you know how to use it." Naramiel spoke, Phil nodded slowly noting that her eyes looked a little darker. Looking at the guard who was just standing with a blank look Phil reached out and grabbed the keys, rummaging more in his belt pockets she also found a key card. "Well done," a voice sounded just before the guard fell to the floor. "You must hurry, I may control the majority of the Resistance but they still have free will."

"They act accordingly? You gave them a partial will and just possess them when it suits you?"

"Yes because I thought it'd grant me freedom, and it hasn't." Naramiel said bitterly, Phil opened the cell door she stepped over the body of the guard and unlocked Naramiel's. Once her door was open Phil was greeted with a cross armed annoyed disposition. "I can't get out."

"What? Why not?" Phil questioned while pocketing the keys and key card. Naramiel turned around and picked up some of the leads. "Dang...how do we get you out of it?" Phil walked into her cell – which was a lot bigger than hers and looked around. She followed the trail of the leads and raised an eyebrow. "What will happen if I pull these out?" Phil looked over her shoulder, Naramiel was already standing there behind her silently, she naturally jumped and shook her head. Naramiel just gave her a blank look before whispering; "Darkness."

Phil gulped and looked back at the leads she was holding onto, "Are you afraid of the dark human known as Phil?"

"No."

"You should be, everyone has a rational fear of the dark, you'll be acceptant of the dark."

"Why does everyone keep on about the darkness and me? I have no problems with darkness or whatever," Phil muttered while pulling a lead out, Naramiel gave a small yelp from getting a small shock. Phil mentally smirked happy to shut her and her wise comments up for the moment.

"It's alright though, because Doctor said we'd sort out the darkness problem together."

"What if he isn't there? Thought of that human-" Naramiel cut her sentence short because Phil pulled the remaining wires out one after the other, she screamed from the shock and narrowed her eyes at her.

"Listen Naramiel, this darkness problem isn't going to happen for a while. I should know I've seen it."

"You've seen a part of it!"

"Whatever."

"Ignorant human! You're all the same," Naramiel said angrily while following after her, Phil took the torch from the unconscious guard. "We're not all the same, we're all very different. Come on, I said I'd try to get you to your freedom. So far we're out of the cell we have to get to upper ground." Phil ran down the corridor with Naramiel running behind her, still with the wires trailing from her skin. Phil didn't want to pull them out, she was rather sure they'd hurt a lot more than the ones plugged into the system. 

"Is it down here? Or here...or maybe," Doctor ran down a corridor with Darin walking behind him, "Sir!"

"Just Doctor, I can't keep up with being called sir I don't like it really." He turned to look at the man walking towards him. "That," he pointed to the gun he was holding. "I don't think you'll need it."

"You don't understand Doctor, the Resistance will fight back."

"Hence the name..." He trailed off thoughtfully while looking at the portable glowing map Darin was carrying.

"We have to go up, to get to there we have to travel on higher ground."

"The person who took Phil teleported, can't we just teleport over?"

"We could try-"

"Hold it!" A voice shouted, the two of them turned quickly and shielded their eyes from the torch light being shone in there direction. Kirk walked towards them kitted out with guns and grenades, Doctor winced slightly and looked down at him. "You're not taking one of my soldiers into enemy territory."

"Right ok...would you like to come too then?" Doctor smiled, his smile dropped when Kirk narrowed his eyes up at him.

"I am not allowing you to risk the life of him," he pointed at Darin. "Or any of the other soldiers for the sake of your little friend."

"You don't seem to understand Kirk, eventually you'll have to go to the Resistance because if you don't they'll come to you." Doctor explained just as all the lights went off. Granted Darin and himself were walking down a poorly lit corridor anyway. But all the lights from where Kirk and his men had come from went off. This made the torch light so much more brighter, Doctor looked around and then at the leader. "There goes your power source, so the Resistance shall we?" Doctor smiled and reached over to hit Darin's teleporter. The two of them vanished from the scene and appeared in a derelict run down part of the planet.

"This is the last part to get built, see it's all still in construction." Darin pointed to the buildings surrounding them. Doctor pulled out the screwdriver and waved it around, he smiled when Phil's psychic energy was still reading. Looking behind him he eyed the other Core members which appeared. "Good to see you could make it."

"We're here to see what's happened to the power, not to save your little friend." Kirk muttered while pushing past him and leading the way.

"Well I'm here to see what your power source is as well as to save Phil." Doctor jumped to walk after him while scanning the area now and again to make sure they were going the right way. The signal was weak back in the other part of the planet, but here the signal was slightly stronger and getting stronger with each step he took.


	31. Chapter 31

31

"Why are they following us?" Phil nodded behind her, the two of them were walking down the corridor trying to find the way out. Behind them walked the Resistance members, obviously were Naramiel went they'd follow. "Are they your bodyguards?"

"I'm telling them to follow, for they need freedom to no?"

"Right," Phil answered with a nod and waved the torch around finding some stairs she walked quickly towards them and ran up them. "Why now?"

"Excuse me?" Naramiel whispered, Phil frowned and looked over her shoulder at her.

"Why do you choose now to set them free?"

"Because I wanted to be out of that cell. Human known as Phil do you not realize that if they were all still in their right minds they'd have killed me by now if I hadn't fought back? I don't know how you humans deal with problems but me as a Nexusvore, I got bought up to fight back if something wrong was being done." Naramiel spoke sternly, Phil suddenly felt so insignificant. The small group came to a door, reaching down Phil turned the handle.

"It's locked."

In response Naramiel stood to the side and shut her eyes, Phil crossed her arms, "You should move." Naramiel opened an eye to look at her, standing beside her Phil flinched when one of the Resistance members shot at the handle.

Phil jumped and nearly fell down the stairs, Naramiel put a hand on her shoulder, "Calm down, you'll get used to gunfire when you've been around it long enough."

"Lady I don't plan on being around guns or bullets." Phil pushed the door open and flashed the torch down the corridor. "What was your home like?"

"It was vast, with sky high buildings...you could see everything from those buildings. But they're all gone now." Naramiel looked down at her bare feet before looking up at Phil.

"I'm sorry to hear that, but your home sounded like a beautiful place to live. London sucks for a home, well it doesn't I like it very much. But I can't remember much of my previous homes."

"Short term memory loss?"

"My memories got stolen." Phil said, Naramiel gave her a look before looking forward. "I also telepathically linked onto three things at that time." Phil explained before giving a sigh, "I have no clue where we're going Naramiel." The white haired woman took hold of one of the men's arms before tinkering on his watch. A map flashed up, "These have a small amount of power in them which got stolen from me." She cast her ice eyes up at Phil who walked over, "We're here, we need to be here."

"Can I have that?"

"Yes," Naramiel took the watch off of the man's arm and gave it to her. Phil clipped it onto her wrist and grinned. "This thing is cool."

"Cool?"

"It's...erm...interesting." Phil corrected herself and continued walking down the corridor. According to the map they needed to keep walking straight and up some stairs, and down another corridor and then freedom.

It didn't take the group long to reach the final stretch, Naramiel perked up sensing freedom, Phil was just happy to finally get out of the dark. It was starting to bother her, she wasn't afraid of the dark but it was starting to get her.

"Stop right there!" Being shouted at made her jump and Naramiel freeze, the two of them shielded their eyes from the blinding torch light. "They are armed!" The voice shouted, Phil figured they were talking about the Resistance group who had lifted their weapons up for the sake of protecting Naramiel.

Phil squinted and looked at the guns being aimed around, the majority were being pointed in Naramiel's direction. Stepping in front of her she shook her head, "If I take a bullet for you...you owe me big time." Phil said quietly so only she could hear.

"You would do that for me?" Naramiel peered up at her, Phil looked over her shoulder and smiled, she gave a quick nod before facing forward at the blinding torches. All the people in front of them were silhouettes, no details could be made out. "I said I'd get you to freedom."

"But not at the cost of your life."

"Naramiel, you and I both know I am not meant to die yet."

"You've seen more than you're letting onto."

"Naturally." Phil whispered back while her arms were starting to loose their feeling, keeping them outstretched to the side was aching.

"Why have you all stopped? You all walk off and leave me behind and you don't get very far do you? No you don't! You stop in the middle of a boring corridor aiming your guns at-" a familiar voice paused and an even more familiar buzzing noise echoed through the corridor.

Phil squinted at the green light, "Well fancy seeing you here," Doctor paused to walk up to her, after he pushed past the angry Core members. "Oh look! You have company too!"

"Well yeah...fellow prisoner and brainwashed people."

"Well mine are mindless gun wielders." Doctor said trying to upstage her, Phil smiled and lowered her arms. "Are you alright?" He leaned forward slightly and looked her over. Phil gave a small nod, "Right! Lets go then shall we?" He turned back to the Core members who slowly lowered their guns, although they weren't to happy about doing so.


	32. Chapter 32

32

Naramiel stood next to Phil, suddenly feeling that she was the safest person to stand next to. She'd given the Resistance members their wills and minds back, and naturally they weren't to happy about being possessed.

Phil was naturally ignoring Doctor and Kirk's conversation, Naramiel could see that easily, Phil perked up suddenly and butted into their conversation. "You're killing her." She said sternly, both Doctor and Kirk turned and looked at her. At the moment they were all in the warehouse room, "You used her...and practically killed her."

"You're getting to attached." Kirk said sharply, Phil flinched and crossed her arms over her checked shirt.

"I don't care."

"Stop being so childish."

"Stop being so serious."

"Can the two of you stop being so childish?" Doctor questioned and looked at the two of them, Phil backed off and stood beside Naramiel, who naturally took a step to the side to hide behind her. Doctor couldn't help but smile lightly at that, whether she knew it or not, Naramiel now saw Phil as a slight protector.

Naramiel tapped Phil on the shoulder, she looked at her, Kirk and Doctor looked at the two of them, they seemed to be having a conversation which they couldn't hear. "She...she says that she'll stay here...and help?" Naramiel gave a quick nod. "All she ever wanted to do was help, and you took advantage of that." Phil pointed at Kirk, "Well done in nearly killing her."

"I didn't nearly kill her what are you on about woman?" Kirk said angrily, Phil put her hands on Naramiel's shoulders and turned her around, lifting up some of the leads she looked at him. Doctor took a step forward and scanned them, "Well how are you going to get out of this one?" He looked over at him, "You ran your systems off of her, and like Phil said effectively you were killing her. You could have killed her, but a human got thrown into the works. Well done on the rescue mission Phil I have to say."

"Naramiel is the one who got us out really," Phil gave a shrug and made her the center of attention. Doctor turn to her, "Thank you for aiding her," he winked and turned back to Kirk, putting an arm around his shoulder he led the man off, "I think they're having a serious man to man chat," Phil turned to look at her.

"Naramiel you will be alright here, not everyone is bad like you thought. Only some are, some being one, one being Kirk."

"Thank you for defending me."

"Nah you don't need to thank me, I should thank you though for helping with the freedom thing." By now Doctor had left Kirk in the reliable hands of two guards who literally dragged him away kicking and shouting.

Rubbing his hands together Doctor walked back over to the two of them, "Time for goodbye Phil! We have to go."

"Ok," she nodded and looked at Naramiel, nodding slowly Doctor walked away to go bother a young man.

"You said you'd seen more than you were letting on." Naramiel said while putting her hands on Phil's shoulders. "How can you live with it all? Doesn't it drive you mad?" Phil frowned and reached up to put her hands on Naramiel's.

"I...I mean, it does. But I've learned to live with it. I can't do a lot more can I really? And they may not be certain things...right?" Phil gave her a smile, Naramiel reached up and kissed her on the forehead before stepping away.

"Goodbye human known as Phil," Naramiel said, actually spoke instead of telepathically speaking to her. Phil smiled and gave her a hug, which shocked the blue skinned woman who stood wide eyed. "Bye Naramiel!" She ran off and stood next to Doctor who just smiled and patted her on the head before the two of them took off walking away. 

"You made a friend," Doctor opened the door to the TARDIS and watched Phil shut the door behind her. "Naramiel the last of the Nexusvores, original inhabitants of Planet Vega."

"Oh!" Doctor said in a sing song tone, "Check you out," he leaned against the railing and waved a hand at her. "You meet an alien, learn their name and species name and you think you know it all! I have to keep up with you," he laughed, Phil walked up the stairs and looked at him.

"Naramiel was creepy though."

"Yeah, cousins of the Xeraphin...heavily psychic beings have their own level of creepiness." Doctor mused while putting a hand under his chin in thought, he looked at her when she was rocking on her heels. "Are you alright?"

"Uh-huh can't believe that's the second time I've been in a cell. An alien cell! Never been arrested on Earth." Phil whined slightly, Doctor grinned and clapped his hands together.

"You're lucky you've only been in a cell, I wish I could only complain about being in a cell." He said while looking blankly ahead, Phil waved a hand in front of his face.

"Wow...you sound like you've been in many a predicament."

"You have no idea." Doctor said with a small sigh, "So! We say bye to Planet Vega where to now?"

"Somewhere in the correct time as the one you were thinking of."

"You really want to return to Vega?"

"You spoke of all the technology...and something about getting mitts on it." Phil wriggled her fingers, Doctor nodded quickly. "Somewhere with technology."

"Everywhere has technology."

"Actually!" Phil exclaimed and jumped up and down slightly, Doctor nodded at her while watching her jump up and down excitedly. "A museum!"

"What? You're thinking very simply here Phil."

"Where do the last ones go?" She questioned while putting her hands in her pockets, Doctor raised an eyebrow at her.

"Museum of the Last Ones?" He questioned simply, she nodded, he thought over the request before shrugging. "Sure why not."

"Oh and Doctor?" Phil questioned, he turned away from pressing keys and looked at her, only to have her fling her arms around his neck. He took a few steps back and looked around confused before reaching up and patting her on the back. The hug didn't last long before Phil had to stop tiptoeing to his level. She made a thoughtful sound before straightening his bow tie, she gave him a grin and walked off.

"That was for," Phil paused to think, "For...for...coming to find me." She gave a certain nod before smiling at him one last time before walking up the stairs towards her room.

Doctor stood still confused before shaking his head, he touched his bow tie before smiling to himself and took to pressing buttons again on the console.


	33. Chapter 33

33

Hearing fighting noises from Phil's room Doctor walked quickly towards it, pushing the door open he peered around the door. Sitting down the bottom on the edge of her bed was Phil clutching onto a bowl of cereal. Giving a smile he walked in quietly, "Cereal and cartoons?" Phil jumped and looked at him, smiling he walked more into her room with his hands behind his back.

"Uh-huh," she nodded and shuffled up and patted the bed next to her, he sat down next to her and looked at the television. "You'll have to get your own cereal," she laughed and took to eating again, Doctor nodded and smiled. "Oh yeah you don't need to eat do you? Apart from biscuits."

"Hey you need to get over the biscuits."

"You practically devoured the whole packet! Only a few survived."

"And then got devoured as you like to put it, by you!" Doctor pointed at her, Phil sat with the spoon handle hanging out of her mouth. Reaching over he tugged the spoon out from her mouth and waved it at her. "We're at the museum by the way."

"Really?"

"Would I lie to you?" Doctor questioned, "The answer to that question is yes, rule one; I lie a lot."

"Great..." Phil sighed and took the spoon back from his grasp, "Can't believe anything from you now then."

"Now that's not totally true, I don't lie all the time!"

"Ok," she answered while eating again, looking at him quickly she shrugged. "What's that look for?"

"You think I'm a chronic liar!" Doctor exclaimed and then talked again before she could answer him. "Is it always Batman?"

"What's wrong with Batman?"

"I could list a thousand things wrong with him, but I think if I do it'll ruin your childhood." Doctor said while Phil just looked from the television to him. Putting the spoon in the empty bowl she looked at him, "Can you leave?"

"What? I've not done nothing wrong! If anything I should tell you to leave, after all this is my home. Although you said it was your second home...now that I think about it-" Doctor got cut off by Phil putting her hand over his mouth. He looked at her and down at the hand over his mouth, Phil rolled her eyes. "I need to get dressed." It was only then that he realized that she still sitting wearing her pyjamas.

Removing her hand from his mouth Doctor gave her a sheepish smile before nodding, "Of course you do! I knew that, don't say I didn't, shhh alright Phil I get it I'm leaving already!" Doctor rambled out and suffered getting hit on the head by Phil who was wielding a pillow. 

A few minutes later Phil pottered down the stairs wearing a long sleeved thin green jumper under a grey patterned t-shirt, she reached down and straightened her black jeans out before tying up her laces. "Will there be a gift shop?"

"What is it with people and gift shops?" Doctor turned away from the doors and looked up in her direction, Phil gave him a shrug. "There's that thing again, shrugging instead of answering!"

"I don't know!" She laughed and walked down the stairs and stood beside him, "I think most people see the gift shop as the best part of museums and that."

"Do you?"

"Nah...I enjoy looking around at things, gift shops are so expensive!" Phil laughed and pushed some of her hair out of her face. Doctor smiled and put his hand on the door, "In that case shall we go look around?"

"Yes please," Phil smiled and followed him out. The two of them stepped out of the TARDIS and into a foyer, walking forward Phil looked up, "There's so many floors." She said quietly while Doctor stepped beside her, "I think this is maybe going to be the best museum I've ever been in."

"Then you've not been to many museums clearly." Doctor said while pushing her towards the first room, Phil looked over her shoulder at him. "Doctor I come from London in the year 2011, there's no good museums around that place that I've not been to."

"You have a good point," he nodded while the two of them looked at the people and such wondering around looking at the exhibits too. Phil frowned and walked up to a glass case, she flinched and tugged onto Doctor's jacket sleeve. He looked confused before stepping beside her, "They're real?"

"Well yes Phil of course they're real, everything in museums is real. This," Doctor waved a hand at the Argolin who had been suspended in time. "Is no different than you going to the British Museum and seeing a mummy."

"Right right...you have a point." Phil nodded slowly and looked around, "These really are the last of everything?"

"Yup! From Argolin to the Dodo to a Zygon, they're all here."

"One of everything?"

"Well at the moment, only one is enough. It's a little late to want two of the same thing."

"So is every floor dedicated to one or more planets?"

"Yup, is there a certain planet you want to visit?"

"I suddenly don't feel right," Phil stopped following him and fidgeted on the spot, Doctor turned and walked back up to her. She did in fact look rather troubled by something, "I don't think I can look at these and then possibly bump into one at some point." Doctor nodded understanding what she was saying.

"Shall we leave then Phil?"

"I feel like we've had a wasted trip." They both turned and walked past the Argolin, Doctor patted her on the shoulder. "To make you feel better shall we visit the gift shop?" She laughed at his words and nodded slowly.

"Perhaps."

"After all apparently to people it's the best part of a museum."

"Not to me!"

"Indeed not to you," Doctor nodded as they turned the corner and headed back to the TARDIS. The two of them stopped suddenly, "Where is she?" Doctor said quietly while taking a step forward, indeed where the TARDIS was standing she no longer was.

He quickly turned around and looked in the foyer, Phil looked over her shoulder and around too. Taking out the sonic screwdriver Doctor scanned where it was and looked back at the screwdriver in his hands. "She's still here!" He exclaimed and ran back to Phil, "She's still here...somewhere..."

"I hope you locked the doors."

"I did," he nodded and then looked at her. "Why do you say that?"

"What do people do when they find things? They pick them apart. My stuffs in there I don't want it raided through." Doctor pouted childishly and tapped her on the nose, Phil jumped and looked up at him.

"That's my ship you're on about thank you very much."

"Of course I want no harm to come to her either!" She said seriously, Doctor crossed his arms and looked around. "Where would someone take her?"

"Time for some exploring Phil, I'm sorry but you're going to have to get over your unwillingness to look at these guys." He said while taking off walking again, Phil bit her lip and ran after him.


	34. Chapter 34

34

The two of them worked there way quickly through the rooms, now more urgent than ever to find where the missing TARDIS went.

Despite not wanting to look at extinct things which she may later on meet Phil couldn't help but stop now and again to look at the things suspended in time.

The planet Anhaut was partnered alongside Besseme, Phil felt a small pang for the planet she'd only seen a few days ago. In Anhuat's section there were humanoid like creatures who had two antennae coming out of their heads. Alongside them were pterodactyl like creatures, which according to a plaque in front of them, they were used as mounts.

Bessme had some of the Comet Flowers and some of the plants which she'd seen, Phil quickly walked out of that section and caught up to the Doctor who was almost running through the exhibits to try and find his home.

Entering another room, Phil eyed up the two planets names and looked over the exhibits quickly. Cyrronak was inhabited by small purple humanoid like creatures, and Daxus was a water planet. Despite being a planet entirely covered by water it was inhabited, there was mermaid-like creatures which lived on there. Phil quickly walked away from them, there was something about them which creeped her out.

She skidded to a halt in the doorway of the other room, Doctor stood beside her, Phil eyed up the Earth section and bit her lip. "We become a dusty exhibition piece for other species?" Phil said quietly while getting pushed out of the way by something. Doctor started walking and realized she wasn't following him.

Turning around slowly he walked back to her, "I can't...I just can't..." She shook her head and took a step back. "I don't want to know what the last things of Earth are."

"It'll be alright Phil, we'll be really quick walking through ok?" Doctor said quietly yet reassuringly while taking to stand next to her. Phil looked down at the ground and nodded slowly, the two of them stood for a moment. Phil was trying to pluck up the courage to walk through a doorway, and the Doctor was waiting patiently for her to do so. He got pulled out of his thoughts of where the TARDIS may be when he felt someone tug on his hand. Looking down he smiled lightly at Phil who had held onto it, "Can we make this as quick as possible?"

"We will, but look at everyone admiring you and your kind. You said you'd become a dusty exhibition piece for other species, you may be telling the truth there. But it still doesn't take into consideration at how interesting you humans were and are." Phil gave him a slow nod, smiling lightly he walked forward while tugging her along, she was practically crushing his hand not that he was going to comment. It was rather obvious how much being in the room with the last of everything and anything from Earth was scaring her.

Doctor looked down at her quickly, she was walking beside him, still gripping onto his hand, and looking down at the floor. He had finally found something that did scare her, the last fragments of Earth. "You were partnered next to Flux, that planet orbits two stars and is all savannah and harsh terrain. It's inhabited by the Suckweed and Soresox. Both of which look like cactuses." He informed her she looked up when they'd exited the room. Letting out a heavy sigh she looked up at him, Doctor stood staring rather bemused at the room they'd walked into.

Phil looked up, in bold letters were the words; _Gallifrey,_ she stood confused for a minute before tugging on his hand. Doctor took a few more seconds to snap out of his thoughts before looking down at her. "What is it?"

Doctor looked around at the people admiring technology and animals and plants from his home world before looking down at the concerned human who was still clutching onto his hand.

"My home." He said quietly, Phil's eyes widened, snapping her head to look at the room in front of her she looked up at him. "You gave me enough courage to walk through there, you can borrow some of mine to get through here." Doctor just smiled lightly at her, Phil gave his hand a light squeeze before walking through the room.

Doctor couldn't help but look over the things which were in here, there was plants and animals, no Time Lords because that would be impossible. He also noted how Phil was looking around at the things which she passed.

It didn't take long for them to exit the room and reach the end, "Doctor? Something is bugging me."

"What is it?"

"You said...that most people just ignore the TARDIS when you land it. So why is it, we come here turn our backs for all but a minute and someone takes her?"

"I don't know it is bothering me too, I would love to know what someone wants to gain from it." He looked over his shoulder and looked one last time at the room of Gallifrey before walking off and pulling Phil along with him. 

"It shouldn't be there," Doctor said while Phil picked up her bottle of drink, the museum had a canteen area which the two of them had found. Phil was eating some sort of snack whereas he hadn't purchased anything.

"Literally it, no none of that stuff should be there, how can it be there?"

"You sure they're just not replicas? I've seen replicas in museums." Phil said while leaning her head against her hand, Doctor slid his eyes over to look at her. "I don't know." He replied with a small sigh, tapping her head in thought Phil put her hands on the table.

"Think we should go back and investigate?"

"I think we should, after we've found the curator of this place." Doctor stood up and walked quickly off towards the information desk. Phil turned in her chair and watched him go, drumming her hands on the back of the chair she stood up and walked after him. The two of them looked at each other confused when there was no one there. "There's always people at info desks, where are they?"

"This whole excursion is starting to feel very weird Phil, trouble in the museum should have seen this coming again."

"Again?"

"I've had problems with a museum before, only that one had things which had crashed to Earth and what not. This is the last of everything and anything."

"Erm..." Phil bit her lip and walked away from the desk, Doctor jumped and walked after her, "We're the last of two things."

"Ah yes, you are quite right there Phil only the people here don't think so do they? To them we're just humanoids."

"I don't have antennae do I?" Phil reached up and patted her head referring to the Anhaut's she'd seen earlier. Doctor smiled slowly and patted her head too, "No there's no antennae! You're safe, but still they think we're just a humanoid species having a visit and nose around."

"Visit and nose around while trying to find our missing home?"

"Yes where would they take her?"

"Split up and look for clues?"

"You've branched off to Scooby-Doo now?" Doctor questioned while Phil scratched the back of her neck and nodded slowly. "There's got to be a ship area." He looked around and then tugged her by her jumpers sleeve down the corridor. The two of them burst into a huge room which had all sorts of space ships and other modes of transport.

But as far as they could see there was no blue police box, Doctor made an annoyed noise while running a hand quickly through his hair. Granted this wasn't the first time that he'd accidentally lost the TARDIS, but it was one of the times when he'd landed safely and in a decent place and it gets stolen.


	35. Chapter 35

35

"No authorized personal huh?" Doctor stopped in front of a door, Phil went to continue walking when he reached out and grabbed a hold of her t-shirt collar and tugged her back. Looking around the two of them checked for security in the room, there was none thankfully which made breaking into the room a lot more easier.

Pulling out the screwdriver Doctor aimed it at the lock, the two stood in silence for a moment before the door clicked. Pushing it open the two of them walked in, the room was slightly dark, poorly lit but even still items and objects could still be seen.

Doctor took to picking things up and looking them over, clearly recognizing them and what they should be used for. Phil took to exploring the room some more, she shuffled back slightly and then turned to Doctor, who had his back to her and was looking over more little items. Phil walked towards the familiar police box. Turning around she walked the way she came and tugged Doctor by his jacket, he smiled widely and hugged the TARDIS. Phil rubbed her eyes and double took the man in front of her with his arms trying to wrap themselves around the box.

Doctor jumped away and wrapped his arms around her, Phil stood getting rocked back and forth confused. "You found her!" Doctor said cheerfully now taking to pinching Phil's cheeks, she raised an eyebrow at him. "Thank you!" Pinching her cheeks one more time and then patting them Doctor rummaged in his pockets, behind him Phil rubbed her aching cheeks and watched him hunt in his pockets.

"There wasn't much finding, I just walked in this direction while you were picking up hair dryers." Phil jumped to stand next to him, he rolled his eyes and looked down at her. "But you're welcome!" She smiled, Doctor gave a nod and pulled out the TARDIS key.

"They weren't hair dryers," he tapped her on the nose with the key before putting it in the lock. Phil wriggled her nose and flicked him on the arm.

"What were they then?"

"I don't know but they weren't hair dryers," he pushed the door open and walked in swiftly shortly followed by Phil.

"Was the place creepy or was that just me?" Phil leaned her back against the door with her arms behind her. Doctor turned around on the stairs and walked back down, she pushed away from the door and looked up at him.

"Yes it was rather creepy wasn't it? Why was it so creepy though? Was it because there literally was the last of everything in there...and it was missing two things from it?" Doctor questioned, Phil went to talk only to have a finger put on her lips. Frowning she crossed her arms, "Never mind that we have other problems," he turned and looked at the console, Phil looked around him at it too.

"What's wrong?"

"Shhh," he put a finger in front of his mouth and looked around. "Can't you hear that?"

Phil stood in silence behind him for a few seconds before shaking her head, "Exactly! Why is she so silent?" Tapping himself on the head Doctor clicked his fingers and looked back at Phil, who looked up at him confused. "She's been tampered with."

"Excuse me?" She shook her head, "How can anyone get in when you have the only key?"

"Well...I may have lost a key now and again and...well clearly someone has found a key. After all," He sighed and sat down on the stairs, "They do have a Gallifrey section."

"Hold on a minute," sitting down next to him Phil rubbed her hands together in thought. "You said that those were most likely to be replicas cos you said the things there couldn't be."

"You're right Phil! You secret genius you!" Doctor punched her on the shoulder, she whined and rubbed her shoulder.

"What was that for?"

"Don't people do that? When you've stated the obvious they hit each other? No? Ok well in that case I'm sorry Phil, come on lets go." Doctor shot up from the stairs and walked towards the door. He stopped and looked back at her, Phil stopped and looked up at him with her hands in her pockets. "Can you do one thing for me Philippa?" Doctor questioned, she frowned, she'd noticed that Doctor only uses her full name when something bad was happening or was about to happen.

"What is it?"

"Don't tell them you're human." He said while leaning his forehead against hers, Phil frowned and nodded slowly.

"I don't get it."

"You will," Doctor moved and opened the door, he shut it after him and Phil pushed against it to try and get out. She heard the key in the lock and a locking sound, pressing her head against the door she heard talking and footsteps.

Phil turned around and looked at the console, "I'm alone in here, TARDIS what did they do to you?" Phil walked up to the console and walked around it looking at the dials, she just figured that Doctor had gone to deal with the people who she heard on the other side of the door.

"Ooh wait a minute!" Phil hit herself on the head, "Ow," she whined and then shook the ache off to continue with her thought trail. "Last of everything...then why leave me in here?" 

Being captured was never a pleasant experience.

As soon as he'd discovered that the TARDIS had been tampered with it all became so clear to Doctor.

The thought of being the only Time Lord in the Gallifrey part of the museum didn't really float well with him. There was just something about being suspended in time which wasn't very appealing.

Although his current circumstance of being strapped down onto a metal bed looking up at a blinding light was any better.

Either way at the moment it sucked to be him.

To make matters worse no one had been in or out of the room, it all went well once he left the TARDIS, well being walking talking to guards and then getting knocked out from behind.

To make matters worse apart from a headache was that he was stuck with his own company yet again. The thought of being suspended in time though was really bugging him, at the moment he felt like he was about to get interrogated or worse witness his own autopsy. This thought made him shudder and try and think of other things.

Phil was in the TARDIS which at the moment was the safest place to be, sure the TARDIS wasn't feeling to well at the moment but no one could get in. The Doctor literally double locked the door, once with the key and again with the screwdriver – of which had been taken away from him.

He just wanted to find out what the deal was with someone deactivating his ship, he didn't really want to be knocked out and suddenly in a dark room getting blinded by a light.


	36. Chapter 36

36

Phil sat on the stairs with her eyes shut, since being back in the TARDIS she'd changed from her jumper t-shirt combo, to just wearing a long sleeved top with a hood. Opening her eyes Phil looked towards the console. Jumping down she walked around it again, "What's wrong? He'd know wouldn't he?" Pouting slightly Phil walked down the stairs and then around the other stairs, looking over the wires and leads Phil crossed her arms. "Oh!" Exclaimed and running upstairs she ran all the way to her room and pulled out a sketchbook before running all the way back down. Leaning against her knees she caught her breath while opening the book. Flicking through the pages she frowned, holding the book up and then looking at the leads and wires in front of her it became increasingly obvious that some weren't meant to be there.

"Can I remove them? What if I make the matter worse? Knowing me I'll end up breaking you and then where will that leads us?" Phil shut the book and looked at the three leads which weren't meant to be there. Giving a defiant nod Phil walked forward and gripped onto the leads and followed them to the console. "Please, please please please work!" Phil prayed and yanked the leads out, the TARDIS's lights flashed on – whereas before it was rather dark. Phil gave a happy smile and looked up at the bright lights through the floor grating. "Welcome back!" She exclaimed happily while wrapping her arms around the part of the console she was standing next to. "I need your help," Phil walked back up the stairs to the main console.

"It seems like our silly friend has got himself into trouble, I did tell him he'd get us into trouble and not me! Whatever...I don't know how to use you." Phil put her hands together and looked at the keys and dials. "He said you could hear, so please can you listen to me? Please help me to help him in whatever trouble he's got himself into. I am only one person and can't do this on my own." Phil sighed and looked up at the monitors, in response a monitor flicked into life and a map of the museum popped up. Picking up her sketchbook Phil flicked to an empty page and copied it down, two parts of the map light up.

Gallifrey and the basement.

Phil ripped the page out of the book and nodded, "Don't tell them I'm human, he makes it sound like people are going to bombard me, TARDIS this is freaking me out more! I am so cowardly, how did the Fendahl create a Perception Filter?" Phil folded the drawn map up and slid it into her tops pockets. "Directions attention elsewhere..." She trailed off and raised an eyebrow when something near her made a popping noise. Reaching over Phil looked over the small square like thing, "This is a Perception Filter? It's so small." Reaching around her neck Phil tugged at the chain necklace she had on and had always worn since she could remember. Slipping the small square onto the chain Phil heaved a sigh.

"Off I go TARDIS wish me luck, next time we meet Doctor shall be back with us." Nodding and exiting the police box, Phil eyed the surrounding area. "Time to be sneaky," shutting the door quietly behind her Phil jogged off towards the room, she managed to get out without being noticed. Walking around the different space ships which were in front of her Phil pulled out the map.

Gallifrey was three floors up, clicking her tongue Phil quickly walked off and ran up the stairs quickly. She walked through Anhaut and Besseme quickly, Cyrronak and Daxus got practically ran through.

Earth on the other hand was a little harder, walking forward Phil looked closely at the last things of Earth. There was tinned food, old weapons – future weapons, there was even someone's bed. Making a thoughtful noise Phil looked at the last dog which was a German Shephard, and the last of a future dog species which was twice as big as the normal dog she's seen many a time. Phil pottered past the last people only to stop and walk back, eyeing them up she gave them a shrug. It wasn't so bad, she was just being dramatic before. Although it did feel very odd to see the last things from Earth.

Entering Gallifrey Phil crossed her arms, why did the TARDIS flash this up on the map? What could possibly be here which she needed? Walking around she looked over plants and the technology which would have lived and been used on the planet. All in all Phil thought the planet would have been a very interesting one to visit.

Stopping and shuffling back while almost bumping into someone who had to rub their eyes and double take her. She figured that was the Perception Filter kicking in, she smiled lightly happy to see it was working. There in front of her, in a case was a piece of technology Phil had seen many a time.

"They can't be real," she sighed the person next to her looked at her oddly and walked away, turning around she frowned at an announcement that the museum was closing soon. "How do I get in?" Phil pondered while looking at the glass cabinet. Rolling her eyes Phil whistled innocently before pushing it off of the plinth, naturally an alarm went off but she'd already plucked up a sonic screwdriver before anyone appeared in the room.

While running Phil had the screwdriver in one hand and the map in the other, she was heading towards the basement. "Why basements? Basements are creepy," she whined and kicked off of the wall to turn a corner. Skidding to a halt she found the door, reaching down it naturally was locked. Phil smiled suddenly figuring out why the Doctor loved the sonic screwdriver so much, pointing it at the lock Phil frowned.

"How'd I use this?" Muttering and looking it over she groaned, pointing it at the lock again she smiled when it started buzzing when she'd found a button to press. Pushing open the door she walked down the corridor and down the stairs, it was dark down here and creepy.

Phil frowned, she realized just how cowardly she really was, and how scared she was of being caught.

Aiming the screwdriver at another locked door she walked in and looked it over pressing the button on it to make it bleep.

"Oi!" A voice shouted from the room, "Yeah you stop playing with that! It's not a toy you know, it's a piece of complicated technology not like those knock offs you have upstairs! Yeah I know about them, they're awful! Not even realistic." Rolling her eyes Phil walked around the room and watched as the Doctor pouted childishly up at the blinding light. Walking around some more she walked up to where his head was strapped down, Phil frowned, this was weird. Lifting up her arm Phil aimed the screwdriver at the straps, "Hey what did I tell you?"

"Not to play with it it is a piece of complicated technology."

"Phil!"

"Hello."

"Wait a minute! How'd you get down here? Please don't tell me they managed to get you out of the TARDIS?" Doctor lifted his head up and looked at her, Phil shook her head, he nodded slowly and then watched as she undid the straps around his hands and arms. Once he was free he jumped up and straightened his jacket out, "Hold on," Phil stopped him from walking, tiptoeing slightly she straightened the bow tie and nodded. "That's better."

"You have a new toy? Can I have a look please?"

"Yeah," handing over the screwdriver Phil watched as Doctor looked it over and then looked at her, he blinked and rocked back and forth slightly trying to focus on her.

"You have two new toys?"

"Oh," tugging at her necklace Phil picked up the little square, pocketing the screwdriver Doctor took hold of the necklace which made Phil lurch forward slightly with a yelp. "Where'd you get this from?"

"You see when you left me, I pottered around talking to myself. I then got changed and explored slightly and realized something. The TARDIS had leads which shouldn't be there, I am glad I drew the underneath of the console when I did."

"You fixed her?"

"Well I wouldn't say fixed I'd say I pulled plugs out."

"Continue Phil," he waved a hand at her while strolling off the way she came, Phil ran after him, the two of them managed to find his screwdriver which he pocketed as well as the other one Phil stole.

"You said she could hear, so I talked to her." Doctor stopped and turned and looked at her seriously, Phil put her hands in her tops pockets and pulled out a map. "See, she helped me get a map for this place. She even told me two places to go to." Slowly taking the map which was outstretched to him Doctor looked it over still trying to process the fact that Phil had talked to the TARDIS and the TARDIS had listened to her.


	37. Chapter 37

37

"I'm jealous she usually only listens to me! This isn't fair sexy pays you attention to now?" Doctor whined while the two of them had managed to get out of the basement and were walking around an empty museum.

"But continue Phil."

"I rambled about the Fendahl and how it had a Perception Filter...and how did it make one and the next thing I know...Pop!" Phil clicked her fingers, Doctor looked down at her. "There's this little thing poking out of the console." Phil waved her necklace in his direction, he gave a nod and the two of them turned the corner and walked through the exhibition rooms.

"Next thing I know I'm legging it through all the rooms to get to Gallifrey, smash a case and steal a screwdriver." Phil ran a hand through her hair and the two of them walked in silence as they walked towards the ship part of the museum.

"I was scared." Doctor stopped walking and turned quickly to look at Phil, behind him stood the TARDIS and behind her was a darkened room filled with the last spaceships of most planets and species.

"No Phil you was brave," he smiled and walked back up to her, she still didn't look to certain with that. "You and the TARDIS are now in cahoots with each other, and you plucked up the courage to get me out of that – quite frankly – horrible dark basement. There's something about basements that just makes them a no go area." Doctor said while yet again taking to pinching her cheeks, Phil frowned and crossed her arms. He let out a little giggle and patted her cheeks and turned away, shaking her head she walked after him.

Doctor opened the door and smiled wildly, Phil walked in and shut the door behind her, only to be picked up in a hug and spun around. "Woah!" She yelped and clung onto Doctor.

"You did fix her Phil! You little unconvincing liar you!" Doctor said happily while still spinning around while holding onto her. Being put down she shook her head. "I'm dizzy."

"Same here! Isn't this dizziness great?" Doctor waved his hands at her, the two of them rocked slightly trying to get rid of the dizziness. "Shall we leave? I think we should, I think that's a very good idea no?"

"Please can we leave?"

"That we can Phil! Where to? Choose any star any planet and we shall go there!"

"You choose, I chose this place and it didn't turn out to well."

"But I chose Vega and looked where that got us."

"Shall we just leave here and ponder?"

"Nicely put Phil," Doctor tapped her on the nose and walked off still slightly dizzy, Phil laughed at him as he clutched onto the railing and walked up to the console. "Oh shut it down there, like to see you try and walk."

"Nah, I'm just gonna sit here."

"And what? Rock around while we fly off?"

"True that doesn't sound to fun," Phil took a step forward and didn't fair to better than him trying to walk off the dizziness. Doctor indeed laughed at her too, clutching onto the console Phil reached up and took the Perception Filter off of her necklace, "So that screwdriver?"

"What about it?" Doctor pulled the one she'd stolen out of his pocket and looked over it, "You want it? Tough! You can't have it, I'm not letting a human run around with this, lord knows what you'll try and unlock."

"I was actually going to ask how it could exist but now I feel silly for asking that." Phil said while Doctor blinked and looked down at her, "So yeah can I have it?" She grinned, Doctor shook his head and looked down at the screwdriver in his hands.

"No, I mean it, human and screwdriver not a good mix."

"Is the power to much?" Phil said in a mock serious tone while wriggling her fingers at him, "Ooh!" She said in a almost ghost mimic tone, Doctor pointed at her and was about to say something when Phil just copied him and put a finger on his lips.

"I don't want it you know, what would I do with it? There's nothing here to unlock, and as long as your near with yours, it would be rendered useless." Doctor looked down at her finger, which she quickly removed and smiled. "How does it feel to almost become an exhibit?"

"Horrible! That light was just horrible! I don't quite get why they just dumped me down there for, I guess they didn't know what to do with me either."

"Yes you are quite the handful aren't you?"

"Exactly – hey!" Doctor said suddenly realizing what she'd said, Phil put a hand over her mouth to hide a wide grin. As revenge he set the TARDIS to fly, Phil who wasn't holding onto anything shuttled back slightly only to grip onto the railing behind her.

"Ha!" Doctor pointed at her only to receive her sticking her tongue out at him, "Well that just isn't very nice is it?" 

Successfully landing Doctor ran towards the door and flung it open. He stuck his head out and smiled at the busying street of Ulian Alpha.

Ulian Alpha was like Earth, the inhabitants were like humans but they were more advanced in economy and in technology. All in all it was a great place to visit, it was under the rule of the Ulian Empire, and it was governed by a queen.

"Right!" Clapping his hands together Doctor shut the door and walked towards the stairs. Phil would usually be up by now, it was odd that she was now deciding to be lazy. Turning the corner and walking towards her room he knocked on the door. He'd suffered things being thrown at him one time when he just walked in. Doctor never did find out why, frowning he knocked again, people and their privacy on his ship.

Giving the door another hard knock he crossed his arms when there was no answer. "Well she's in there! Where else would she be?" He said quietly to himself while reaching down and holding onto the handle, turning it and pushing the door open he stuck his head around the door.

"Hello?" Doctor called out, pushing the door more open and walking in, now deciding it was safe and he wasn't going to have to duck and dodge out of the way of objects being launched in his direction. Seeing a small bundle twitch he walked over and poked the bed, the bed in response let out a sigh.

"Come on sleepyhead get up! We have Ulian to explore, it's really nice you'll like it! It's just like Earth although not so polluted. You see the Ulian people are more advanced than your people back home. Oh sorry I'm making humans sound a little..." Doctor rolled his hands in thought and looked back at the bed. By now Phil would have informed him of his rambling which just led to a problem.

"Alright Phil what's wrong?" Sitting down on the edge of the bed he poked the bundle again, the bundle twitched and let out another sigh. "You're not ill are you? I don't think I can cope with an ill body lying around in my TARDIS." He tugged at the duvet and looking down at Phil who was curled up in a ball he raised an eyebrow at her.

Phil looked up at him and snatched the duvet back, Doctor pouted childishly and tugged it away again. "Start talking Phil! What's wrong with you?" She snatched the duvet away from his grasp again and held onto it tightly when he tried to get it back.


	38. Chapter 38

38

Eventually Doctor shot up and pulled the duvet with him, Phil wriggled and sat up crossing her arms over her baggy bed top. "Spill the beans, don't actually because beans are bad, bad beans." Doctor dropped the duvet on the floor and crossed his arms, Phil frowned and looked down at her legs, Doctor didn't approve much of this. It was like being back to square one with her considering she was being so silent. Walking back over he sat down in front of her and looked up at her slowly, "Are you ill?" He questioned, she nodded her head no. Sighing lightly he put a hand under his chin in thought. "Have you lost your voice?" Phil just rolled her eyes, "I take that as a no." Doctor popped into her line of vision and looked her in the eyes. "You look so sad Phil," he said which just caused her to look away from him. "Why are you so sad?" Doctor jumped up from the bed and walked into her line of vision again, "Did something happen? Oh!" He exclaimed which caused her to jump and look up at him.

"You've remembered something?" He got a head shaken no, "Ok...you've had a vision." Phil shook her head slowly although hesitantly. So she had seen something but it wasn't the main reason for her current mood.

"You're just being a stroopy teenager then!" Doctor exclaimed and then yelped when Phil had grabbed a hold of one of his braces and pulled it and then let it go. He rubbed his shoulder from the braces impact and looked at her. "Oh come on! You're not making this very easy Phil! I don't know what's wrong with you there could be a long list of things! You people there's always things wrong with you-" Doctor got cut off by Phil jumping up and head butting him, "Oh ow – oh! It's your birthday! Happy birthday Phil! Has it really been two weeks since we've known each other? Wow that's so...good...isn't that good Phil? Isn't it? You're no longer a teenager! An adult at last...isn't that good...Phil...? Oh," Doctor rambled and then suddenly realized the reason for her mood. Sitting down in front of her again Doctor put his hands together. He rubbed his forehead where Phil had head butted him, it was a quick way of telepathically linking to tell him and there wasn't any need for her to actually say the words. He looked at her sadly, "Birthdays are meant to be fun Phil don't look so down." He paused and then looked back at her. "Want to go home?"

"And do what?" She spoke at last and pulled her knees to her chest to lean her head against her knees. "What would I do?" She said quietly and flicked her eyes to look at him, Doctor looked up at the drawings on her wall and then looked back at her. Standing up and unpinning a picture he turned it to show her.

"You have a family Phil, you should celebrate it with your family." Phil sat up straight and took the drawing from his hands, she looked over the drawing of her aunt uncle and cousins.

"But...Ulian sounds good."

"Ulian can wait Phil," Doctor smiled slowly although family visits never boded well with him.

"I..." Phil trailed off and put the drawing to one side, Doctor looked at her and nodded for her to continue. "I wanted to ignore it was my birthday, only the ignoring part isn't working. I'm jealous of you," she said which caused him to look at her confused. "I wish I could forget when my birthday was. I can't though because as a person I look forward to things, just not my birthday. Actually now that I mention it I don't much look forward to holidays either...I think that's because I'm on my own."

"But you're not on your own."

"Not anymore," Phil said thoughtfully and then smiled slowly, "Thank you."

"I haven't done anything."

"You are here, that is enough to be thanked for." Phil explained simply Doctor looked at her and nodded, "Cornwall."

"Huh?"

"My family lives in Cornwall."

"Would you like to visit them Phil?" Doctor stood up slowly, Phil looked up at him and nodded slowly before jumping up too. "Right! Cornwall with its yummy ice cream...come along then Phil! Get dressed and ready." 

Soon standing in a street in Cornwall the two of them looked around the small village, "Phil can you actually remember where your family live?"

"No."

"Now you tell me! Phil...you're meant to know!" Doctor whined yet started to walk away from the TARDIS and the brooding teenager. He wasn't completely against visiting family, just things usually got complicated when family got involved.

But then again, Phil lived in London and the rest of her family were down here it was rather obvious that they couldn't see each other often.

"Philippa?" A voice exclaimed, Doctor stopped in his stroll to see the teenager get enveloped in a tight hug by an elderly lady. "Little Philippa Knight! Look how much you've grown! I can't believe you're down here."

"Hello," Phil said awkwardly obviously trying to remember the ladies name. "Mrs Cox."

"What are you doing down here huh?"

"I'm visiting my aunt...it's my birthday."

"Oh happy birthday dear! How old are you?"

"Twenty."

"You're growing up so fast! Obviously to fast I see you've already got a boyfriend."

"We're not together."

"We're not a couple," the two of them said together once the Doctor had strolled back over. He was starting to look a little suspicious standing in the middle of the street staring at them both. The old lady chuckled and waved a hand at them, "Oh I get it I shall stay silent! You young people," she said, Phil coughed a laugh and put a hand over her mouth. "Are you alright dear?"

"I'm fine," she said while trying not to laugh, it was incredibly funny considering the Doctor had lived so many of her life times. Even Doctor looked at her confused, "Hello there!" He said to the old lady who was eyeing him up eagerly, this just caused Phil to cough a laugh out again.

"Hello love." This just caused Doctor to smile widely and wave a hand down at her.

"Oh behave you," he said which caused her to laugh, Phil shook her head and put her hands in her jackets pockets. "You two better get going don't waste the day chatting to me."

"A day can be wasted on your Mrs Cox."

"Oh Philippa you're still so polite and lovely," the elderly woman tugged on her sleeve so she was her level. "Keep a hold of this one darling." She nodded towards Doctor who was looking around the small village street. Phil raised an eyebrow at her and nodded, Mrs Cox pushed her into him and that equally got them walking down the street.

"Well wasn't she just a lovely little lady? I like her! She seems like a nice person to go drink tea with."

"I used to go round her house after school and drink tea...she used to have a dog called...Marty?" Phil said slowly while she was slowly trying to remember details, Doctor gave her a smile and clapped his hands together. "Your memory is returning!"

"Uh-huh."

"So...your aunt..." He said nervously while putting a hand to his chin in thought, Phil looked up at him. "Am I about to get interrogated?"

"Perhaps."

"Fill me with confidence there Phil you really do."


	39. Chapter 39

39

It didn't take long for more people to recognize her and swamp her with hugs and birthday wishes. It was then that Doctor realized that despite acting so alone, Phil was really surrounded by loads of people who cared for her.

She was so dramatic, he rolled his eyes and got tugged towards a house, pulling a face he stuck his feet into the pebble ground and looked at her. "I don't think I can do this," he said while she looked at him oddly. "You don't understand! I've not had a good past of meeting family, everything gets so complicated once family has been met."

Phil looked at the ground and then up at him, "I can't remember them Doctor, how do you think I feel?" He looked at her sadly and nodded understanding her words. "If you go, you'll leave I know you will and I don't want you to go." Doctor nodded slowly, she was half right.

"Oh Phil stop looking at me like that with those eyes!" Phil stopped doing a puppy dog expression up at him.

"Does that mean you'll stay?"

"Only because you're killing me with those eyes of yours," Doctor said while pinching her cheeks, Phil smiled, the two of them stood wide eyed when the door they were standing in front of opened.

On the other side looking confused was a black haired girl, "Hello there!" Doctor said happily the girl shook her head and pointed at Phil.

"Philly?"

"Hi Carrie," Phil smiled and eeped when the girl now known as Carrie wrapped her arms around her and squeezed the life out of her. "Oh Philly! I didn't know you were coming down!" Carrie continued to squeeze her, Carrie's brown eyes flicked up at Doctor, and she then looked very serious. Doctor looked at the shorter girl wide eyed, "You better be looking after my cousin!" Carrie exclaimed and then dragged them both in. "Go sit! I'll find mum, I think she's in the garden, dad's at work so he won't be back till later. You guys are down for the day right? Please tell me you are! I've not seen you since...well...ya know, anyway! I'll go get mum!" Carrie said excitedly and then ran out of the living room leaving them two alone.

"Well isn't she an excitable little person?" Doctor said although he looked slightly scared by her cousins happy disposition. Phil sat down on the sofa and patted the seat next to her, he stopped looking over family photos and sat down next to her. "Aren't most thirteen year olds excitable?"

"You have a good point there actually Phil," Doctor said nervously, Phil laughed and nudged him in the arm, he looked down at her.

"You look scared."

"Family scares me."

"But you're so confident! I don't know how you out of all people can be scared of meeting normal people. Emphasis on normal here." Phil said while leaning back against the sofa, Doctor followed suit and sat like that too. "I'm terrified."

"You'll be fine, people are very good at adapting."

"I think that's called Stockholm Syndrome." Doctor laughed at her and shook his head, he looked at her and nodded slowly. "Perhaps, I don't think that's needed to meet family though." Soon voices could be heard which caused the two of them sit up, a woman screamed excitedly while running over and grabbing a hold of Phil who looked confused and then got squeezed again.

"I can't breathe aunty." Phil wheezed out while being put at arms length.

"Look at you! You've grown so much since I saw you last year!" The woman, who Doctor now recognized as Phil's aunt hugged her again and then noticed him. She let Phil go she tried catching her breath back from the killer hugs. Smirking her aunt turned to her and jerked a thumb in his direction, "Do I dare to ask?"

"We're not together." Phil said which caused her aunts smirk to grow more, she clearly didn't believe her niece, Doctor stood up and smiled at her. "Hello there! I'm John," he said thinking it was wise to use a codename than introducing himself as "The Doctor."

"It's good to meet you John, please have a seat. I have something for you," she tapped Phil on the shoulder as she walked back out of the room. Leaving a smirking Carrie, Phil and Doctor looked at each other and then at her.

"You two are such liars!"

"Aren't you a little young to know about relationships and that?" Doctor asked while Carrie rolled her eyes. "I'm thirteen not seven John!" Carrie exclaimed while crossing her arms, he nodded slowly and looked at Phil who was trying not to laugh.

"You have a boyfriend then I take it?" He questioned which caused her to pout and shake her head, "Yes that's very good to hear," Doctor pointed at her, Phil composed herself and looked at Carrie.

"Darren's still in bed do you want me to go get him?" Carrie asked while trying to hide her embarrassment. Phil nodded slowly while watching her leave the room, "Darren?"

"Older brother."

"Oh wow someone else to meet."

"You'll like Darren."

"I will? Why?"

"You'll see," Phil crossed her arms and watched a half asleep seventeen year old boy drag himself through the door. He collapsed in the chair and waved at the two of them while yawning, "Hey Phil."

"What are you still doing in bed at noon?"

"Late night."

"Yeah how's the conspiracy theories going?"

"Conspiracy theories? I love a good conspiracy! Who is it you a conspiring against?" Doctor questioned to a half asleep Darren, Phil looked over at him and smiled. "Aliens."

"Of course," Doctor said slowly with a nod, "Of course it had to be aliens didn't it? It's always aliens you can never conspire against something else could you?"

"Is your boyfriend alright?"

"We're not together," Phil said while watching her aunt walk back in, Darren made a kissy face before pushing his hair out of his face and getting up to leave the room. "Happy birthday Phil."

"Thank you," Phil looked over the present and slowly took to ripping the wrapping away.

"I was actually about to send it off, but low and behold you two appear!" Her aunt said happily Phil came face to face with a photo album. "Thank you." Phil said again while flicking through it, Doctor leaned over and looked over the photos too. "Aha! Look at you!" He laughed at a little child version of herself sitting in a cardboard box with a younger boy, who he presumed was her brother, eating cereal and watching cartoons. "Still not dropped that tradition huh?" He looked up at her, she smiled and shook her head. "I take it you two are here for the day huh?"

"Erm..."

"Yes! Yes we are," Doctor answered for her, Phil smiled and turned the page of the album, her aunt left and Darren walked back in and waved a A4 pad at her. Shutting the album Phil took the book from his hands and flicked through it.

"Ok what's this about huh?"

"They're taking them away." Darren said simply which caused the two of them to frown lightly. "I've been watching them."

"Who is taking who away and who is them?" Doctor asked while taking the book out of Phil's hands and flicking through it quickly.

"Oh fellow conspiracy fan?"

"You have no idea," Phil said while reading over the Doctor's shoulder, he was stuck staring at a quick drawing and looked at Darren.

"Where did you see this?"

"They're down near the old arcade. They closed it down not long after you left." He explained, "But people have been disappearing, I mean...where to?"

"Darren, how can you link the two together?" Doctor asked while flicking through the rest of the pad so quickly that Phil couldn't read any of her cousins writing. Shutting it he gave the pad to her, she flicked through it and frowned at a drawing, "Hey you two I've sorted out the spare room for you ok?" Her aunt said while passing, they said thanks and returned back to the conversation with Darren the apparent conspiracy expert.


	40. Chapter 40

40

"Family visits just can't be normal can they?"

"Phil your life isn't exactly normal is it? Think about it, how unusual does this seem honestly?"

"I get the feeling I'm being stalked."

"Well...you're being stalked by darkness that's it."

"You know anymore about that?"

"No." The two of them were in the spare room, Phil was sitting cross legged in the middle of the bed and Doctor was pacing to and fro.

"Do you think that's connected to this at all?" Doctor stopped pacing by her words and looked at her seriously. "I don't think so, if those are linked to what you've seen then...I don't know." He sighed heavily and commenced pacing again.

Phil frowned and crossed her arms, her aunt and Carrie were determined to stick to their guns and continue to think that they were a couple. Phil was sitting on the only bed, although she'd never really witnessed Doctor sleeping.

"Do you need to sleep?"

"Not really what has that got to do with this?"

"Nothing absolutely nothing." Phil smiled happy that he was oblivious to the fact that there was only one bed and that she'd be sleeping in it. "The way you reacted...you've seen them before?"

"Yes so many times Phil, so many times that I've lost count."

"You sound tired by them."

"I'm tired by their persistence." Doctor said and stopped pacing, looking out of the window he frowned. "Why here? I'm sorry but Cornwall isn't really a heavy populated place is it?"

"There's above five thousand people living here."

"Where about are we?"

"Newquay." Phil stretched her legs out in front of her Doctor frowned and started pacing again. "What do we do?"

"We? I don't think you can get involved, you have to stay here with your family. Can't get them involved, well be fair they're already practically involved aren't they?"

"So, in that case what are you going to do?"

"Oh Phil!" Doctor exclaimed and put his hands over his face. "Don't always listen to me!" He looked at her, Phil shook her head.

"Plan of action then?" Phil asked while pushing away from the bed and going to grab her boots, Doctor smiled and jumped to stand near her. "We go exploring! Break in and snoop around, possibly get chased out of the building and run all the way back here. Get interrogated by your aunt and sit down and have a nice cup of tea! How does that sound for a plan Phil?"

"I like it!"

"Good! Great! I like it too as far as plans go! I used to just make things up as I go along, odd that I'm planning ahead now. Come along then Phil, or as your cousin calls you, Philly, Philly...maybe I shall jump on the wagon and call you that too!" Doctor rubbed his hands together happily Phil slipped her jacket on and looked at him.

The two of them creeped down the stairs both on the look out for excitable teenage girls and interested aunts.

"Your family," Doctor said while the two of them walked out of the house, Phil left a note in the kitchen telling them where they'd gone. "They're very nice. I'm usually not up for families, it gets to domesticated very quickly. But they seem nice." Doctor said while Phil and himself walked down the path. "Darren...how did he go down the path of following conspiracies?"

"He loves that stuff. We used to watch alien stuff when we were younger, he loves Star Wars and whatnot." Phil nodded slowly, Doctor frowned and shrugged.

"Wait! You liked alien stuff when you were younger!" Doctor grinned, "Would never have guessed."

"Hah...yeah..."

"So this old arcade? Where is it?"

"Near the beach where most arcades are." Phil said like it was the most obvious thing ever. Doctor shook his head and walked after her, it didn't take them long to find the old arcade.

Walking up to a padlocked door Doctor pulled out the screwdriver and flashed it over the lock, it clicked and he quickly removed it and dropped it onto the floor, pulling the door open the two of them walked into the dark building.

"This is creepy."

"Yes, abandoned dark places are – wait! Haven't we had a similar conversation to this one?"

"I think so."

"Come on," Doctor scanned the area and the two of them looked around, the old games still remained but covered in dust. Phil picked up a toy gun and sighed, Doctor frowned and took the gun away from her. "It's not real."

"Well duh! Guns don't usually have wires sticking out of them and then into plastic screens."

"I wanted to make sure you knew it wasn't real." Phil walked away from the game and continued to look around. It looked fine, there wasn't anything wrong with the arcade as far as she could see, it looked exactly the same as the last time she'd seen it. She vaguely remembered it a year ago before she left to go to London.

In the background she could still hear Doctor scanning over things, Phil looked around, sitting down on a counter she leaned her head against her hands. As far as the family reunion went she thought it went well, no one had changed that much in the last year.

"I can't find anything abnormal," Doctor said while walking past her and in the direction of the car games. Phil perked up and watched him try and figure out how to use one, "You climb in." She said while jumping down he turned and looked at her confused. Phil clambered into the car game and looked at him, "Race you."

"Oh really? Can you drive?"

"No, you don't need to know how to drive to play a car game. Do you know how to drive?"

"A car? No...not really...I would just wing it really." Doctor said while pulling out the screwdriver and aiming it at the game, it lit up and the two of them grinned at each other before commencing playing.

"Just so you know Doctor, I was such a gamer when I was younger. I hope you're not a sore loser." Phil said while choosing the car she wanted, Doctor just chose any option and looked at her.

"I've been around long enough to play on any and every game possible. I hope you're not a sore loser Phil." She laughed and looked at the screen, as soon as the green light flashed on the screen the two of them raced each other.

It didn't take long for the game to end, climbing out of the replica vehicle Phil grinned, "I believe I won."

"I let you win...ever thought of that?" Doctor said rather childishly, obviously not to happy at being beaten. "Rematch!" He exclaimed and walked quickly off looking over the games he passed, Phil watched him and shook her head.

He pulled a face at the amount of shooting games and turned to look at her, Phil whistled and stuck her hands in her pockets. Once she got to his side he waved his hands towards a game, Phil laughed and shook her head. "You can't dance."

"What? Of course I can!" Doctor said shocked, his smile vanished into confusion, yet he just grinned and pointed a finger at her. "Bet you can't."

"Nah...I can't." She said while shrugging and looking at the annoying DDR game. She honestly hated those games which made the fact that he pointed it out all the more funnier. "What? No you can't, how can you possibly dance? You're...lanky..."

"You seem confused, you really think that all the time I've spent travelling through time and space that I've not learned to dance to fit in with the times?" Doctor said with a defiant nod. "I'm not lanky, I'm just taller than you." He paused and looked at her, "Shorty."

"Sizeist!" Phil laughed and walked past him to continue exploring, although the two of them couldn't find anything to prove this place had anything wrong with it.


	41. Chapter 41

41

"Fish and chips on the beach, ha! How more typical can this get?" Doctor beamed while looking down at the food he was holding onto – which was typically wrapped up in paper. Phil sat next to him happily eating the chips.

"They're good chips." She pointed out while eating some more, Doctor joined in and ate some of the food too. "So the arcade? What's the deal?"

"I don't know, I don't know where your cousin got that hair brained scheme from."

"Darren's not a liar," Phil said seriously to defend her cousin, "He's to much of a freak obsessor to make something like that up."

"But that's the point Phil," Doctor waved a chip at her, Phil eyed the chip up before looking up at him. "Sometimes...when someone is so obsessed with something, they'd do anything to make it come true." Doctor said simply, Phil turned back to looking at the beach in front of them, eating another chip she hummed slightly.

"But then, where'd he get that drawing from? Does the internet have images of things you've met?" Doctor looked up slowly and nodded slowly, "Plausible, they've been before, they would be in the public media – therefore they'd wind up on the internet."

"What are they?"

"Cybermen." Doctor said seriously, Phil looked up at him. "I didn't meet them that long ago. Which makes this slightly bemusing. Why Cornwall?"

"If they were in London before," Phil said slowly while thinking over her words. "Maybe it wouldn't be wise to go there again? People would be on alert. Face it, London hasn't faired very well with alien activities has it?"

"But we're miles away from London! Why Cornwall what's here? This is annoying," Doctor said frustrated, Phil put a hand on his shoulder, he looked down at her.

"Calm down," she gave his shoulder a light squeeze before finishing eating her chips. "You'll figure it out, I may even help." She said jokingly while crumpling up the paper, Doctor sighed and finished eating while Phil looked around at the holiday makers and locals who were walking around.

"Hey!" Being bundled in yet another hug, Doctor jumped and looked at Phil who had disappeared in a baggy coat which belonged to a grinning man round about the same age as her. "When did you get back? Hey! Hello there," he grinned and jumped to sit next to her, Phil shook her head and looked slowly to the side.

"Nick hello."

"Wow you don't see me for a year and that's the non-enthusiastic hello I get. Can you believe that?" The man called Nick asked addressing the last part of the sentence to Doctor, who was sitting eating his chips in confusion. "I hope she isn't like this with you! You should treat your boyfriends better."

"We're not together."

"Oh! Friend, wow...just wow, oh! A friend from that college? How's the college life treating you? Dead busy just like the city?"

"London's not to bad when you get used to it." Phil said slowly and then pointed at Doctor, who by now had finished eating and was sitting brooding thoughtfully and slightly jealously at the fact that Phil was being the center of attention. It was rather childish he knew, but he was so used to being the center of attention. "This is John."

"Hello John! I'm Nick." The cheery man leant over Phil and stuck his hand out, Doctor looked at it before shaking it. "He's a bit silent, but then again so are you! Face it you two are a great couple!"

"We're not together Nick!" Phil exclaimed, Nick laughed and poked her cheeks.

"You're blushing."

"Am not!"

"You really are Phil are you alright?"

"You're not helping!" She said while pushing Doctor's hands out of the way, Nick laughed and patted her on the back.

"Good to see you again, I've gotta head off, see you two laters!" Nick jumped off of the wall and ran off down the street. Phil let out a heavy sigh before running a hand down her face.

"Congrats, you just met the loony friend who called himself Bodybag."

"Oh! That was the elusive Bodybag you named when we first met?"

"Yup." Phil nodded slowly, "Back to the Cybermen thing though," she said while jumping off of the wall he jumped down too and straightened his jacket. "Maybe they're laying low for a while?"

"You mean until something happens?"

"Maybe?"

"Maybe indeed or they are up to something," Doctor looked around and frowned. "But why Cornwall?"

"Get over the fact that they're here!" Phil exclaimed while pulling him back towards her aunts house, "Maybe we should ask your cousin?"

"Yes...question asking Darren, sounds good!" 

"Why are you flashing a torch in my face?" Darren didn't expect to be attacked – not literally – by his cousin and her boyfriend. Regardless of the fact that Phil denies it Darren wasn't dropping it along with his mother and sister.

"These things in your conspiracy theory book where did you see them? You said you saw them in the arcade but that's not possible because we went there and there was nothing there!" Doctor said while continuing to flash the light in his eyes. Phil snatched the torch from his hands and looked at him, "Darren this is serious."

"What? They're just forgotten arcade machines."

"Well earlier on you seemed fixated on the fact that they were stealing people away." Doctor said while sitting down in front of him. "Why did you think that?"

"They're out of place...haven't you noticed? They're new, like shining brand new."

"We didn't see them." Phil said while sitting next to Doctor, the two of them looked at each other seriously and then looked at Darren. "This is serious, when did you go to see them?"

"It was last week...last...Thursday? Why?"

"Because those things are alive Darren, whether you realized this or not, they are living things." Doctor said, Darren looked up at him seriously.

"For real?"

"Totally," Doctor nodded Phil put her hands on the table in front of her and shut her eyes.

"Well this is a lot more than a conspiracy isn't it?"

"Yes it is."

"And I've just stumbled in haven't I?"

"Pretty much well done though Darren! You couldn't have told this information to two better people."

"What? My cousin and her boyfriend?"

"We're not together."

"Whatever! He's a friend that's of a male gender does that make it any better? Honestly?" Darren asked, Phil just sighed and leaned her head in her hands.

"Exactly whatever."

"Losing the skill of comebacks there Phil."

"Oh shut up!"

"Losing in general there Phil."

"Shut up!"

"Will you both shut up and stop being so childish I'm trying to think here." Doctor butted into their childish argument and looked up at the ceiling.

"Hello you lot...why are you sitting in a dark room?" Phil's aunt walked into the kitchen and flicked the light on, the three of them squinted and blinked. "Darren go get Carrie from Alex's will you? You two can help with dinner."

"Yay...picking up Carrie...shall I get mentally prepared to get shouted at?" Darren muttered while standing up and leaving to go get his sister from her friends house.

"I'll just go put my coat and boots upstairs, be right back." Phil said while running out of the room and after her cousin. "Why do you need to go and collect Carrie? Alex lives down the road."

"There's a curfew on thanks to people disappearing."

"Be careful."

"As ever," Darren winked and pulled the hood of his jacket up while walking out of the door, Phil sighed and watched him walk away. Turning around she walked up the stairs and towards the spare room.


	42. Chapter 42

42

Unbeknownst to Phil, she'd left the Doctor downstairs with a question happy aunt.

Sitting straight in the chair Doctor looked at the woman with slight wide eyes, this is why he disliked meeting families. There's a certain routine which suddenly snaps in, Phil had slipped into domesticated normality quickly, which was good considering how out of place she seemed in London. But then again she fitted into life on the TARDIS rather well, so far here and on there she seemed happy.

Doctor on the other hand, domesticated life was not for him, it just didn't suit him very well. That was the time traveller lifestyle he'd adopted.

"So how exactly did you two meet?" Her aunt questioned while gesturing for him to stand and chop up some carrots, Doctor did so with slight fear of the woman standing next to him. "We met at college." Doctor explained, "We just sort of bumped into each other, and she told me to move." Doctor said although he was jumbling up their first meeting. None the less her aunt laughed and nodded.

"Sounds like Phil, has manners to those she knows." She said while she fried up some chicken, "How long have you known each other for?" Doctor pondered the question, he couldn't very well answer "Two weeks." Rolling his eyes he winced slightly, looking at his finger he eyed up the blood. Phil's aunt noticed to and grabbed his hand and stuck it under the tap, running cold water over the cut she hunted out a plaster.

"Since she started at college."

"A year? She must like you," she said while putting the plaster on his finger, Doctor felt an odd sense of nostalgia sink in.

"Why do you say that?"

"Do you know how long it took for someone to get her to talk after the accident? I presume you know about that?" Doctor gave a swift nod. "It took them about two years. She was silent, even to us, for that long. The first person she talked to was Darren, and when she did she argued that Jar Jar Binks from Star Wars shouldn't exist. Even in school, every teachers evening we got told that she was doing great in her studies but was so silent. It was like she didn't exist, Phil became a ghost." Her aunt paused and resumed frying the chicken, Doctor resumed chopping vegetables. "For her to talk to you, and to open up to you in a year is something. She doesn't get on well with people." Doctor nodded, although he couldn't say to her that he wasn't completely human.

"You started without me!" Phil exclaimed and skidded to a halt next to him, "What did you do?" She said while pointing at his finger, she stole a piece of chopped up carrot and ate it.

"He cut himself."

"You're silly."

"Hey! You're forever picking on me, there really isn't any pleasing you is there?"

"You two go, I'll finish up here."

Phil walked out of the kitchen followed by Doctor who looked a little shaken up, "Apparently we've known each other for a year."

"Nice lying."

"She's nice," Doctor smiled and looked at the plaster on his finger, looking up the two of them watched Carrie and Darren walk back through. "Right! Here's the thing," the two of them were back in the spare room. Phil sat down on the bed and looked up at him, he stood in front of the door holding his hands in the air.

"The Cybermen, they're up to something your cousin found them, and now they've gone which suggests that they've either moved – or they're walking around. You're cousin said people were disappearing didn't he?"

"Yeah...he said a few people had gone."

"Right! Well it becomes even more apparent that they've been upgrading people, but why? What can they get from here?"

"You're really shocked that they're here aren't you?"

"Well they maybe upgrading people but they've downgraded from base of operations." Doctor said and then turned to the door, opening it he stepped aside as Darren collapsed to the floor. "Eavesdroppers don't get far in life, in some places it gets you in trouble. Do you want to lose your ears? It happens you know! Ears hear to much and they pop off and go." Darren looked up at him confused before looking to his cousin who sat smirking in his direction.

"Who are you?" Darren pushed himself from the floor and looked at Doctor, who stood staring at him.

"I'm the Doctor."

"You go from John to Doctor...ok...is that normal?"

"I've just known him as Doctor." Phil said with a shrug, Doctor pulled Darren into the room while shutting the door.

"So anyway," Doctor continued like Darren suddenly being in the room was no big deal. "They're here but why? Has anything else weird happened?" He addressed Darren who looked confused, "Come on Daz snap outta it man! Weird things happening yes or no?"

"Yeah...I guess so...Doctor? Doctor Who? I don't get this."

"Ok if it makes you feel any better you can stick with calling me John alright? So weird things have been happening what sort of weird things? You a conspiracy fan surely you must observe other weird happenings about your home town."

"Apart from disappearing people?"

"Well yes I've already caught onto that." Doctor said simply while Darren still sat trying to process everything, Phil sighed and laid back on the bed staring up at the ceiling.


	43. Chapter 43

43

"You've seen them you know? You may not realize or remember but you've seen them," Doctor said while tugging Phil up to sit, Darren sat next to her trying to process everything. Phil sat up and leaned her head against his shoulder, "If you two are going to have a moment, I'm going to leave. Have fun with denial you two!" Darren walked out of the room, reaching up and putting a hand on her head Phil sighed.

"It hurts you know."

"Another headache? Maybe you're tired or hungry!"

"Remember the last time you ignored my headache?"

"Ah yes," Doctor said while cupping Phil's face in his hands and staring her in the eyes, "The darkness is coming, such a creepy ominous message, would rather not have received that. Oh Phil why do you have to be such an enigma?"

"So Cybermen?" Phil said quietly cutting off the staring moment the two of them were having, Doctor shook his head and moved away from her. "You said I'd seen them."

"A drawing," Doctor looked at her sidewards from the window, "You've drawn them."

"Back in London?"

"No on the TARDIS there's a drawing of them...which means you're still drawing things and not remembering. You really have an amnesia problem Phil...which just adds more to the enigma of your life! Moving on! Cybermen in Cornwall, still not over this. We have to go back you realize this right?"

"Oh of course I realize this Doctor, I don't think we could easily leave here with Cybermen in Cornwall can we?"

"Cybermen in Cornwall," he laughed and sat down next to her, he bounced on the bed like a little child would. "How fun is this going to be?" He grinned while jumping more on the bed, Phil gave a shrug and joined in. "Actually," he said seriously, "There is something I need to ask you."

"Ok."

"Nick, how long have you known him for?"

"Why?"

"Just answer."

"Is someone jealous?" Phil said tauntingly while waving a finger at him, Doctor jumped and shook his head. "Since I was about fifthteen. He moved down and seemed to be the only person I had things in common with."

"What things?"

"Is this important?"

"Yes...because your friend isn't what he seems."

"Oh what? Don't tell me he's an alien too," Phil whined and put her hands over her face, she parted her fingers and looked at Doctor, who was sitting with a smug expression. "He is? What? For real? I've known an alien since I was fifthteen?"

"You sound so shocked! You've known of them since you were eleven, what's so weird about being friends with one at fifthteen?"

"It's unexpected..." Phil said slowly while turning to sit next to him again. "We shared the same outlook on life. That...life had to be experienced and by things which happen help to shape you into the person you are. I was a bad teenager, and he was sensible enough to calm me down." Phil paused and crossed her arms. "So what is he?"

"Trion, they're just like humans actually there's no difference between the two. That is probably why he's managed to stay here so long. Wonder why he is here though? He's a long way from home."

"Look who's talking! Everyone thinks you're human." Doctor nodded and leaned back on his elbows and looked out of the window.

"Trion's are very calming, there's something about them which makes them give off a calm aura. Don't act any differently around him though, he's here for a reason, but he also may be the only person who can help with the Cyberman problem. I think it's time for us to pay Nicky boy a visit."

"Come on then."

"What about dinner?" Doctor asked while getting pulled up to stand, Phil swung their hands together in thought. "Check you out getting domesticated quickly." She let go of his hands and opened the window, "Dinner can wait no?" She grinned while disappearing out of the window, Doctor nodded and followed after her.

Landing with a small thud on the ground he looked at her, Phil nodded and lead the way to Nick's home. "So there's a curfew on?"

"Yes – if I remember rightly it's not usually this quiet."

"That's an understatement Phil we're the only people walking around. I believe if we stay out long enough we're going to get spirited away." Doctor looked up at the flickering lamps and then straight ahead, going down a small alleyway Phil stopped at a well hidden door. Giving the wood a hard hit it didn't take long for Nick to pop his head around.

"I heard there's a curfew?"

"Not to us."

"Oh of course not you little rebel you! Knew rebel Phil was still in there somewhere, I hope she doesn't drag you into trouble like she did with me." Nick said while letting them into his house, Phil sighed and crossed her arms. "He gets me into trouble."

"Of course pass the blame, what brings you two to my humble abode?"

"Nick the Trion we need your help," Doctor said Phil just looked at him dumbstruck, so much for – don't act differently around him. Phil looked at Nick who ran a hand down his face and pointed at the two of them.

"When did you figure it out."

"You shook my hand," Doctor waved his hand at him, Nick went and walked into another room, Doctor suffered a playful hit by Phil before following him.

"Oh my...where did you get all of these?" Phil asked bemused by the amount of weapons which laid on different tables in the room. Nick laughed and patted her on the shoulder, "Not human remember? I can build practically anything out of nothing. It honestly doesn't take long to whip all these up."

"Are you here because of this?" Doctor asked while picking up a bazooka like weapon, he flicked his eyes up to Nick who was still standing next to Phil.

"No."

"Right, I believe I know why you're here for. And in that case for that time to come, I thank you."

"This is confusing."

"It's alright Phil! You'll understand when the time comes."

"You're just being confusing aliens together," Phil muttered while sitting down and looking at the weapons surrounding her. Nick laughed and flicked her, "But you're welcome." Nick turned and looked at Doctor. "So! Cybermen in Cornwall?"

"Don't. We went through a whole five minutes of just sitting saying that."

"It is rather shocking though."

"Are you perchance up for hire Nick?" Doctor asked while putting down a small gun, "Phil doesn't know how to fight, I don't much like fighting but will, and you're...you're a...bounty hunter?"

"No! No no, I was but I had to give that up because someone kept noticing me leaving for days at a time."

"Phil you're ever observant."

"Indeed I am."

"What a team!" Doctor beamed, "A Trion, a Time Lord and a Human. Wow check us out, Cybermen be ware!"

"Oh yeah, we sound so terrifying."

"Phil! You're ruining the moment! Did she ever do that to you? You say something really really great and she just slashes it to pieces?"

"You have no idea," Nick sighed while going to collect some weapons, Phil glared in his direction, Doctor laughed and waved a hand at her.


	44. Chapter 44

44

"UNIT went into development of creating gold tipped rounds to use in combat against Cybermen. I may have stolen some and developed some here."

"Who are UNIT?"

"Long story short they have a good past with Cybermen." Doctor said while the three of them walked down towards the arcade. The streets were deserted and it was cold, Phil pulled her hoodied jumper more around herself and ran to catch up with them.

"But your species are brilliant at creating weapons! You had a good line of energy weapons, why the need to steal UNIT's plans?"

"I noticed Cybermen were here soon after Phil left," Nick answered Doctor as the three of them stood on the beach looking towards the arcade. "It seems to obvious." Nick paused, "Anyway! You know as well as I do that Cybermen are weak against heavy duty weapons, and gold tipped weapons."

"Hence the bazookas and gold." Doctor said while looking down at the small gun he had, it was the only weapon he'd agree to taking. Phil had something similar and Nick had gone all out with a heavy duty weapon.

"Do we have a plan?" Both Doctor and Nick turned and looked at Phil who was standing behind them, they'd got caught up in their conversation that they sort of forgot about her. "You don't do you? Great! Lets go then yes?" Phil said while walking past the two, the two of them looked at each other and then ran to catch up with her.

The arcade was still unlocked from earlier on so Nick pulled open the door and looked in. "They weren't here originally you know? They were stationed down near the old pier." Phil stepped next to him and frowned, "Has it grown more in creepiness or is it just me?"

"Yet again Phil I agree with you, lets go shall we?" He asked, Nick walked off in one direction, Phil went to walk after him only to get pulled by Doctor to stay with him. She frowned up at him, "I don't think it's wise for you to wander on your own."

"What? Why?"

"There's a whole list of reasons why not to let you wander off on your own Phil, don't seriously make me say it out loud."

"But I would be with Nick...I've known him since I was younger remember? I'm rather sure he'd look out for me." Phil said, Doctor just gave her a look, Phil put her hands over her mouth and pointed at him. "You're jealous!"

"Am not."

"You so are! You're jealous of my not-so-human-friend! Oh it was fine when you thought he was human until you found out he wasn't! I can't believe this." Phil sniggered and suffered a half followed through glare. Phil linked her arm with his and leaned her head against her shoulder, "To give you reassurance you're the only Near-Human for me alright? I don't think I could travel to long with Nick we'd drive each other mad." Doctor just nodded slowly and watched as she let go of his arm to run down the corridor, she opened a door and walked in. "I've found management!"

"Well done there Phil! Management lets see if there's any secretive stuff hiding in there," Doctor opened the door more and walked in, she followed and tried to flick the lights on.

"Power's down which is typical right?"

"Isn't it always the way?" Doctor tried accessing the computers and frowned when he couldn't. Phil walked over and stood next to him, "If they're not here then where are they?"

"There here!" Nick shouted as he ran past the room, Phil looked up when metallic men walked slowly after him. Doctor put an arm around her shoulders and pulled her away from the door. Whether she knew it or not she was walking over towards them. "He'll be alright. I think they've gone come on we need to find where they came from." He said while ushering her out of the door, Phil nodded and sighed slightly and then turned around and jumped.

Doctor pulled her away from the awaiting Cyberman who seemed on guard.

"Hello there yet again! We really do have to stop bumping into each other like this you know? Dark building, you lot lurking, humans running around and then disappearing. Tell me whatever are you doing now? I'm actually generally interested, what can you get from this place?" Doctor questioned, Phil had taken to almost hiding behind him, the Cyberman stood silent, hearing a faint noise Phil turned and looked at another.

"You have the Darkness." The one behind Phil spoke, Doctor looked down at the floor before turning and looking at it.

"Nah! We have no clue what you're on about, you must be thinking of another Time Lord and another human."

"You have the Darkness," it repeated mechanically, it was the first time that either of them had heard the on coming darkness be addressed as an actual being. "You are not compatible for upgrading."

"Well that's just brilliant! I know for sure I don't want to be one of you, and I know for sure that Phil here doesn't want to be one either. We like our lives thank you very much! How'd you lot get here anyway?"

"We came for the Darkness."

"There is no Darkness! You lot are short circuiting or something, or the upgrade for you lot has gone wrong." Doctor rolled his eyes, Phil stood in front of him with a frown on her face.

"When did you arrive?" Phil questioned simply like it was the most normal thing to question a robotic humanoid.

No reply.

"We've awaited a year."

"What comes from Darkness?" Doctor questioned while the two of them saw Nick appear behind the Cyberman, "Come on! It seems like you two are really up for the Darkness, may as well tell all, we're all awaiting eagerly here."

"When Darkness eclipses the Earth, nothingness shall happen."

"Well that's rather boring isn't it?" Doctor paused, "So anticlimax." He nodded, Nick fired his weapon which blew a hole in the Cyberman. Phil aimed behind Nick and shot at one on coming behind him, and Doctor dealt with the one behind them. Grabbing a hold of her hand he pulled her back to the exit. "Now Nick! Just throw it now...hopefully we won't get blow up in the process!"

"Blown up? What are you on about?"

"Not now Phil! Not time for your human panicking!" Doctor said while Nick pulled out a small sphere out of his jacket pocket. Hearing tinkering Phil looked over her shoulder and then back at Doctor, "He has a bomb?"

"Of course! He's a Trion with a bomb! Now stop asking questions and run!" Doctor pulled her down the stairs just as Nick through the bomb behind him the three of them ran out of the building. They continued running and shuttled forward from the blast.

Rolling over to look up at the sky Phil laughed, "What a way to spend a birthday." Doctor sat up and looked at the burning building, he was looking to see if any Cybermen would appear, none did. Nick sat up slowly and nodded, they watched the burning building and then all eventually stood up. "We better go before emergency services appear, I don't think we'd like to get wound up with them." Doctor stood up and patted himself down and shook sand off, Phil stood up along with Nick.

Giving back the Trion weapons Phil looked at Nick seriously, "We have so much to talk about."

"True," he nodded and leaned against the door frame, Doctor was standing up near the end of the alleyway checking to see if anyone had gone to tend to the burning building yet. "And we shall talk about so many things when the time is right. But as for now mate, you have to get back to your aunts house with Doctor, and try and come up for a reason as to why you two have suddenly disappeared." Nick smirked at Phil's suddenly confused expression. "Aww...look! You got so wound up in this little adventure you forgot where you really were. Do you find coming back to reality hard Phil?"

"Oh shush! Only because I now know what you are doesn't mean you can lord it out at me!" Phil laughed and nudged him, Nick laughed and walked her to the end of the alleyway.

Getting tapped on the shoulder Doctor looked at Nick, "Nick the Trion, who'd have thought it? Really this is a nice surprise I was just excepting Cybermen in Cornwall, you're really a plus to this!"

"Take care of her." Nick said seriously, "The thing about space travel is the more prettier and amazing it is, the more likely it is to kill you." Doctor nodded slowly and patted the shorter man on the shoulder. Phil had walked over to a wall and looked over to look at the burning building, "She trusts you a lot you know. You two better go, catch you later." He waved and disappeared, Phil waved bye to her friend before walking back towards her aunts house.


	45. Chapter 45

45

Sleep wasn't an essential thing for the Doctor, although he did sometimes have the habit of just crashing out. He just hoped that when the need to crash out and sleep happened that he was somewhere comfy.

It just so happened at this one time when he needed to sleep that he was somewhere comfy, last time he ended up oddly sleeping on the floor of the console room. That wasn't comfy, and he had the mark of the floor grating imprinted on his face for an hour.

Sighing and opening his eyes Doctor looked around from his vantage point laying on the bed, Phil's aunts spare room, great! He instantly registered where he was, Cybermen in Cornwall, blowing up an arcade, even better he completely remembered everything from the previous evening.

Looking down he frowned slightly, he knew he was holding onto something, thinking it was just a pillow or the duvet he looked down at a still sleeping Phil. Who looked more than happy to be huddled next to him for comfort sleeping away.

_Awkward, _he thought while shutting his eyes again by the looks of things it was still early, according to the digital clock on the wall it was 7.45 am. Opening his eyes again he moved his arm, which had found itself wrapped around Phil, and attempted to move.

Only he ended up rolling off of the bed and hitting his head on the bedside table. Phil instantly woke up and looked down at him, she giggled and pushed her hair out of her eyes.

"Are you alright?"

"Fine! Peachy perfect!" He grinned while awkwardly unravelling himself from the duvet, "Sorry to wake you Phil. I guess not all my escape ideas go to plan."

"It's alright, I was sort of drifting between awake and sleep anyway," she shrugged and got off of the bed and helped him to stand. Doctor nodded slowly and ran a hand through his hair, "I may have unintentionally latched onto you."

Phil raised an eyebrow at him, "You mean you were hugging me? Yes I know, you seem a little..awkward? Like that is the first time I've been spontaneously hugged in my sleep."

"You make it a regular thing?"

"No." Phil rolled her eyes and walked over to the window to push the curtains open, it was sunny beyond the glass although it looked rather windy. "But that doesn't mean I haven't got used to getting randomly hugged. Now that I think about it," Phil turned to look back out of the window. "No never mind," she shook her head and made a humming noise. "What's the plan for today then?" Phil turned and looked back at him, Doctor was standing trying to retie his bow tie, noticing her looking at him he stopped and smiled.

"Yes?"

"Need help?"

"No! I can do this."

"Of course you can, if you couldn't I'd suggest clip on bow ties, or just not one at all."

"How dare you Phil! I couldn't wear a clip on bow tie that's cheating! That is not a bow tie, not one at all? Well why wouldn't I want to wear one at all? What sort of option is that? Bow ties are cool, I am cool and therefore we go together like a wink and a smile." Doctor said while in fact winking and smiling at her, Phil laughed and shook her head.

"Good morning to you to Doctor."

"Good morning Phil!" He beamed happily and directed his attention back to trying to tie his bow tie up without a mirror. "Plan of action for today? Well I don't know, where do you want to go? I take it you want to go and don't want to stay here. I understand completely though if you want to stay here." Doctor rambled and then jumped when Phil swatted his hands away, she pulled up the collar of his white shirt and looked up at him.

"Sure you don't need help?"

"I'm half asleep."

"You are not, for someone who said they didn't need to sleep I see it hard to see how you'd be half asleep."

"Phil! Why do you have to listen to my every word so closely?" Doctor whined slightly childishly while Phil rolled her eyes and sorted out the thin piece of red material.

"Because," she paused and started tying the material. "When someone talks they deserve to be listened to."

"Aww I deserve to be listened to! Thank you Phil!"

"You're welcome," she smiled while tightening the tie up, nodding and smiling she straightened it up and then lowered his shirts collar, once she had she took a step back. "That's much better." Doctor looked down at himself and smiled, "Thank you again Phil!"

"Yet again you're welcome." Phil smiled and walked towards a wardrobe, rummaging in it she pulled out some clothes and looked down at them. She hadn't bought any spare clothes with her to change into, it figured that her aunt would have kept some of her clothes from before she moved to London.

Walking out of the room and towards the bathroom, Phil jumped when Carrie ran into the bathroom before her. "Sorry Philly, I have school."

"Get in line."

"I have college, so I should go in front of you."

"I have to travel back for university."

"Oh check you out," Darren said while leaning against the wall. "So...how'd it go yesterday?"

"The arcade is no more."

"I heard mum talking to dad about it. I covered for you two by the way, I said you'd taken your boyfriend for a tour."

"We're no together."

"Keep telling yourself that," Darren said patronizingly, Phil frowned and flicked him on the nose.

"You have a girlfriend then?"

"Ha! No," Darren rolled his eyes, "Girlfriend no, admirers yes." Phil laughed and watched Carrie run out of the bathroom, she gestured to him to go in. "Thanks Phil."

Doctor peeked out of the bedroom and saw her leaning against the wall, strolling out while pulling on his coat he looked at her. "Still here?"

"I think school and college is more important than us travelling."

"I see," Doctor nodded and watched Darren walk out of the bathroom, the two eyed each other before Darren disappeared into his room. "I don't think he likes me anymore."

"Give him a break, he's just discovered you're not exactly human."

"Why didn't you act like that?"

"I knew about all of you lot at the age of eleven remember?" Phil questioned while walking into the bathroom and shutting the door, Doctor gave a swift nod. "And my best friend is one, and I've known him since I was fifthteen." Shutting the door again Doctor strolled down the corridor towards the stairs. Darren's bedroom door opened, stopping he looked over as he gestured to him.

Darren's room was typically like any teenagers, messy with clothes strewn all over the place. Doctor was thankful that Phil was tidier than her cousin.

"You blew up the arcade?"

"Well," Doctor started and then paused, Darren couldn't know about Nick being a Trion, the poor teenager was coming to terms with him being of a alien specie. Doctor didn't know how he'd take to finding out there was two aliens in Cornwall at the moment. "Yes!" He grinned, he may as well take the credit for Trion technology this one time.

"So those things aren't here anymore?"

"Nope! Completely safe you are, you can now return back to mundane normality."

"You know," Darren sat down on a seat near his desk, Doctor looked up at the ceiling, there was paper chains on the ceiling much like the ones in Phil's room on the TARDIS. "I really should have a go at you."

"What for? For once I am innocent and haven't done anything."

"You've pulled my cousin from London, interrupted her education you have." Darren nodded at him and crossed his arms. "But yet I am going to thank you."

"What for? Yet again I haven't done anything."

"You've made my cousin happy, and I love teasing her about you two being together. I know you're not, the thought of her having a boyfriend is an incredibly hilarious thing to imagine."

"Great there's a double meaning there. Nice to know it has benefited you somehow."

"Family are meant to mock each other, it's what we're here for, as well as for looking out for each other. It is for that reason why I'm asking you this, if anything happens, if some sort of mortal danger appears bring her back here. She's not like you, she is human and she can't regenerate."

"Has someone been searching the web?"

"There's so many sites about you, you should be flattered."

"I will bring her back," Doctor said honestly, he already knew Nick was here for a future reason, and Darren asking this just fitted in with that.

"Yo!" Phil popped in and then pulled a face, "Urgh...oh my god Darren! Clean your room more than once a year yeah?"

"Goodbye to you too." Darren said while turning to his computer and switching it off, Phil's happy expression dwindled. "Be careful you two, oh! And Phil?" Darren pulled something out from his desk drawer and stood up to walk over to her. Holding out a small package Phil looked it over before taking it from him.

"Happy birthday for yesterday, sorry I didn't give it to you. Couldn't find the right time between alien meetings, conspiracy theories and you two running off."

"Thank you Darren," Phil gave her cousin a hug before walking downstairs to say their goodbyes to everyone else.


	46. Chapter 46

46

"Here we are! I do love fairs, candy floss bad games involving hitting coconuts." Doctor flung open the TARDIS doors and looked at the fair ground in front of him. Turning around he looked at Phil who was playing on the phone which Darren had given her for her birthday. The goodbyes to her family was very emotional, and Phil did cry slightly on the way back to the TARDIS, although he didn't bring it up. No one likes being reminded of their emotional breakdowns when they happen.

"I like the bumper cars."

"Letting out the road rage you have there hey Phil?" He questioned while Phil pocketed the phone in her jeans and straightened out her black fitted jumper out. "Oh!" Doctor exclaimed suddenly which caused her to look at him. "I never gave you a birthday present."

"You did, you took me to my family that is enough of a present for me." Phil smiled and patted him on the arm and stuck her head out from the TARDIS. She looked at the people walking by, they didn't pay any attention to her staring out at them.

"Why a fair?"

"As I said, I love fairs."

"What's wrong with it?"

"What do you mean?" Doctor asked while shooing her out and shutting the door behind him. "Great! I bring you somewhere fun and happy and you immediately think there's something wrong with it."

"Doctor," Phil crossed her arms and looked up at him as the two of them walked down near the stalls. "I've noticed that usually when you go somewhere, something is up."

"Or something will happen."

"Knowing you you will most likely make something happen."

"Oh your standards of me are so low!"

"Nah," Phil nudged him in the arm with a grin. "I have very high standards for you." She nodded and then stopped and stared up at a house. Doctor continued walking a few paces and then turned and looked at her. Walking back he looked at her and then up at the building, "Seriously Phil it's like you've never seen a funhouse before." Doctor said and then jumped when Phil grabbed a hold of his arm and pulled him into the building.

"I love funhouses!"

"I could never have guessed, they are usually quite cheesy though."

"Nah that's house of horrors you're thinking of." Phil corrected him, Doctor thought it over and then nodded. Phil smiled and walked down the corridor, she paid for two tickets and turned to wait for him. Doctor walked quickly after her while eyeing up the person at the ticket booth, the man eyed him up and watched the two of them enter.

"He was creepy." Phil said while looking at the distorted mirrors on the walls, "Ok I take it back, you were right maybe this place is cheesy. Wonder if it's to late to hunt out the house of horrors?"

"No Phil, I mean yes he was creepy. But no, this place isn't cheesy, and house of horrors is."

"Ok for real, what's wrong with it?"

"Nothing!" Doctor beamed, "Isn't this exciting?" Phil just looked at him before rolling her eyes and looking at the images on the walls. There was pictures of people as well as alien species, Phil frowned and looked up at the long stretching corridor.

"There is something wrong with this place."

"Oh come on Phil, you're on a different planet in the future in a funhouse, which was created by people with higher intelligence than the people from your time. See those funhouses were cheesy." Doctor pointed a finger at her, Phil frowned then jumped when the piece of flooring she stood on dipped down.

"Oh yeah this place is cheesy."

"You wanted to come in here! I wanted to find the coconut hitting games."

"Maybe after this?"

"Promise?" Doctor asked while leaning down to her level and smiling, Phil nodded and looked at him and then at the doors either side of the corridors.

"This place is bigger than it appears." Doctor stated while opening one of the doors and then slamming it shut. Phil looked at him while playing with the sleeves of her jumper. "I think we should leave."

"There is something wrong with this place! I knew it!"

"Not now Phil," Doctor said while putting his hands on her shoulders and pushing back down the corridor. The escape didn't work out to well because the building in front of them changed, the corridor turned into a dead end.

"Damn." Phil whistled and looked over her shoulder at Doctor who looked a little annoyed by the failed escape. "What was in the room?" She asked, he didn't answer which caused her to move away from him and walk to the door.

"Oh! No no not wise at all Phil! You won't want to look in there, there's not very nice things in that room."

"Huh?"

"Come along Phil! Let us continue exploring, I believe there are more people here than just us." Doctor waved his hands to the corridor ahead of them, this funhouse reminded him to much of the hotel where the Minotaur was. Phil crossed her arms and walked after him, she could clearly see something was troubling him but didn't question what was wrong.

"So...where do we go? We're in a freak funhouse."

"Emphasis on freak," Doctor said slowly while taking to taping the walls, Phil rolled her eyes and looked at the wooden flooring. The building was everything it was meant to be, and things which it wasn't. To Phil this was a hybrid building of both the funhouse and the house of horrors. Hearing scratching from a room near her she looked at Doctor who was still busying himself tapping on the walls, and walked towards the door.

Putting her hand on the handle she turned it and opened the door, jumping back she watched someone collapse to the floor screaming.

"Get them off! Oh please get them off of me!" The woman screamed, her screaming caught Doctor's attention who ran over to Phil, who was kneeling beside the woman.

"You're alright," Phil said while putting a hand on the woman's shoulder, she frowned when a mouse scuttled over her hand. "Ew," shaking it off she looked back at the woman who was by now hyperventilating. "Doctor what do we do?"

"Close the door Phil!" He exclaimed while pulling the woman out from the doorway as Phil kicked the door shut. She crawled to sit beside the woman, "Are you alright? Can you tell me how you got locked in a room?"

The woman opened her eyes and looked at the Doctor, "I hate mice."

"Ok well yes I guess I can see why, but how'd you get locked in?"

"It's a funhouse, you're meant to go in the rooms." The woman sat up slowly and held her head, "I'm Cassandra." She paused and looked at the two of them, Phil was sitting one side and the Doctor was on the other.

"So," Phil said while playing with her sleeves again. "How'd you get locked in the room?"

"I can't remember." Cassandra said while Doctor and Phil looked at each other. "Oh wait! No, I remember, me and Tilly we came in for a laugh and I remember the walls moving..." Cassandra looked at them, "Is she alright? Have you seen her?" Panic set in for the woman who looked a little older than Phil.

"I'm sure she is alright, but as for now we have to find a way out of here, and find your friend on the way." Doctor said while looking at Phil, who was still playing with her sleeves. "Phil you up for exploring a freaky funhouse?"

"Well I can't leave can I? That's an offer I honestly couldn't refuse." She smiled and stood up, the two of them helped Cassandra to stand. The three of them looked at the corridor ahead of them. "How can this place be so huge?" Cassandra questioned simply, she had a point both of them had already thought it.


	47. Chapter 47

47

"Would she be in one of the rooms?" Cassandra went to open a door, all that was in it was distorted mirrors. In the mirrors was one image of a man who looked seriously tormented, Phil pulled a face and looked up at Doctor who took to scanning the room and the corridor.

Cassandra and Phil looked at each other, walking away from the brown haired lady Phil tapped him on the shoulder. "What's wrong with this place?"

"I don't know, I came across a hotel similar to this, but this is different. This is using peoples fears and ultimately killing them." Doctor said the last part of his sentence quietly so Cassandra couldn't hear. Phil nodded slowly and tapped her chin in thought, flicking her eyes to look at him she quickly spared a look to the other person with them.

"Do you think...?"

"I don't know, but what I can gather is that the two of them were exploring rooms left right and center. Although there's no rooms in the center of the corridor but you get my point and the saying! If Cassandra managed to find a room with her fear in it then the likelihood of her friend Tilly finding hers is high."

"She can't know that."

"I agree with you on that, as far as we both know she could be perfectly fine! And we shall stay thinking that." Doctor nodded and went to close the room, "I suggest no exploring rooms." He said while looking at Cassandra whose viewing session of the mirror room had ended. "Open the door, look but don't touch." He paused and then clicked his fingers, "And stay close if these corridors move we could get cut off." Phil nodded and looked at Cassandra who was coming to terms with everything.

"What if we hear noises from the rooms?" Phil asked while crossing her arms as the three of them took to walking down the corridor. Every so often the funhouse side of things kicked in, like the lights would flicker pieces of the floor would tilt. Doctor thought over her question before looking at her, "Well if we hear noises we have to go and explore won't we?" He grinned, Phil nodded and looked at Cassandra who looked rather pale.

"Are you alright?"

"No am I meant to be?" She snapped back which just caused Phil to back away from her and jump to walk beside Doctor. "This is house of horrors isn't it? They thought they'd muddle the names up for a laugh!"

"Yes Cassandra that is exactly what they've done! Nothing is up, everything is fine." Doctor smiled at her, Phil looked at the pictures on the walls and raised an eyebrow at them. They were rather creepy pictures really, "We'll all soon be out of here and just in time for tea too!" The three of them stopped as the corridor parted into three directions.

"What do we do?"

"We can't split up if we do that the likelihood of us meeting back up is low. Yet if we all go down one route we may miss other people. Oh this is a predicament and a half!" Doctor whined and slapped himself on the forehead.

Hearing a scream caused Cassandra to run down one of the corridors, "No! Wait up!" Doctor shouted but she didn't stop running.

"That's Tilly!" She shouted while skidding to a halt outside of a door, Doctor and Phil ran to catch up with her, Cassandra didn't think twice before practically ripping the door open. A shorter blond girl fell to the floor on her hands and knees, the door got slammed shut by Doctor before anyone could see what her fear was.

"Sandra!" The woman jumped up and hugged her friend happy to be reunited.

"Well as much as a nice moment this is I hate to break it up, we have to get moving."

"What is it we're looking for exactly?"

"An exit," Doctor answered Phil while they walked off with the two friends following behind them. The two of them were busily chatting away like nothing had ever happened. "Something needs to obviously get in and out. There has to be another way in apart from the front."

"I regret coming in here now."

"Same here Phil! I just wanted to hit a coconut and win a rubbish prize! But now we're stuck in a funhouse or horror."

"Heh, funhouse of horror...that's so befitting it isn't even funny." Phil laughed dryly and put her hands in her pockets. Coming to a reception like room the two of them frowned, "This place really is full of surprises."

"I agree with you there," Doctor said while walking off to look around, there was only one door out of this room. Cassandra and Tilly sat down on the floor still chatting away, Phil found it odd how they could have got killed by their fears and here they were five minutes later talking about television shows and what not.

Phil took to looking at the distorted mirrors on the walls again, the whole place was littered with them. She jumped when a shadow in it moved, backing up slowly her back hit something which caused her to frown. Turning around she came face to face with glass, panicking she started hitting the glass.

Noticing her sudden predicament Doctor turned and ran over to her, the place was changing and Phil was now inside the new mirror which was to replace the one which was there before.

His mouth was moving but she couldn't hear what he was saying, Phil made a annoyed expression and crossed her arms. Doctor scanned the mirror with the screwdriver to see if he could somehow detach it from the wall.

Hearing a cracking sound Phil slowly looked over her shoulder, it became suddenly apparent that the glass was turning less see through, and more wooden. She was standing in a new room, the mirror cracked and a familiar black mass swamped out of it.

Doctor noticed it too which caused him to scan where the hinges of the door would be. The black mass from the attic back home threw it's arms up and shielded its head as it exploded. A new darkness filled the room which just caused Phil to back away from it and her back hit the wall. Doctor's voice could be heard and she stopped staring at the darkness to listen to him.

"Philippa! It isn't real! All these things, your fear included is an illusion! This thing is feeding off of your fear."

Phil put her hands over her ears and shut her eyes, she took to trying to concentrate on anything but the oncoming darkness which she'd seen in visions. Pacing slightly she fell backwards still with her hands over her ears and eyes squeezed shut. Hearing a slamming sound she opened her eyes and shot up, "You're scared of the dark?" Tilly asked while sounding highly amused by her apparent childish fear.

Doctor turned and walked up to the blond, "At least she's not scared of teddies! How can you be scared of teddy bears?" He asked and turned to look at Phil who was evidently extremely shaken up. "Hey Phil! You're back with us welcome back now I have to say I think I've figured something out-" Doctor said only to get cut off by Phil wrapping her arms around his neck and pulling him to her level.

"That was terrifying." She whispered so only he could hear, she shut her eyes and tried to stop shaking. Doctor nodded and slowly put an arm around her while using the other, with screwdriver in hand to point at the room she was just trapped in to lock the door for good.


	48. Chapter 48

48

"What did you figure out?" Phil asked eventually while letting him go, Doctor nodded slowly and put his hands on her shoulders.

"This thing here is feeding off of energy. And this thing is literally the whole house."

"The house is alive?"

"Oh yes," Doctor nodded and patted her on the shoulders before turning away, he frowned and looked desperately around. "Where's the other two gone?"

"They were just there..." Phil trailed off while pointing to where Tilly and Cassandra were just standing, they were there and now they'd vanished. Doctor and Phil looked at each other and then at the room, which had changed, "Hey!" They heard shouting from the other side of the wall, walking over the two of them leaned their heads against it.

"Are you two there?"

"Hello there Cassandra we can hear you loud and clear," Doctor said while tapping the wall trying to find a weak spot. He frowned when his search wasn't going to well, Phil frowned lightly and looked at him.

"Cassandra? Is Tilly still with you?" Phil asked while noticing the fact that when she spoke she sounded like she was crying. It took a while before the woman replied, "No...once he got you out of that transforming room the wall suddenly moved in front of us. We couldn't move quick enough, then a wall appeared between us...now I'm back in a room..."

"Cassandra, do you remember what I told Phil? It's all an illusion, they're not real. Whatever you see isn't real, it may feel it but it isn't. We will get you out of that room!"

"I don't think you can..."

"Why?"

"There's no door..." Cassandra sniffed, Doctor leaned his forehead against the wall and shut his eyes, Phil looked at him sadly and then to the wall. "I'm alone here...please don't leave me alone...I don't want to be alone..."

Doctor opened his eyes and punched the wall, Phil jumped not expecting the action, lashing out in annoyance didn't seem like an action he would do. Putting a hand on his shoulder she pulled him away from the wall. "That's not going to achieve anything." She said calmly, Doctor sighed and walked to the wall again.

"Listen to me Cassandra we will find a way to get to you and to get you out. In the mean time just think of positive things." Doctor said but never got a reply, Phil looked down at the floor and then up at him. "Come on Phil we have to see if there's anyone else here."

"How can we get out? This place keeps changing...you said you'd encountered something similar? How'd you get out of there?"

"We flew."

"We?" Phil said confused, Doctor frowned lightly and looked at her quickly, Phil nodded and looked up at him.

"We, i.e.; two friends and myself." Doctor said while Phil smiled and nodded again. "Although we had to go through a few emotional moments to get out of there. But we did eventually!"

"We just need an exit, and hopefully more survivors than just us two."

"Rightly put there Phil! Couldn't agree with you more." Doctor said as he opened a newly appeared door, the two looked hesitantly at the dark room but as soon as they stepped inside the lights flicked on.

"Tilly," Phil said while walking and crouching near the seemingly unconscious woman, she sat up quickly but she was different. Phil yelped and went to jump away only to be caught, quickly pushing the woman away Phil scuttled away from her.

"Oh new body! New body it's my only body." Tilly spoke but there was two voices, hers and someone elses. Doctor helped Phil to stand as the two of them stared at Tilly who was pulling at her hair and clothes.

"Who are you?" Doctor questioned with an edge to his voice, the now glowing green eyes of Tilly slid over to look at the two of them, a wicked smile appeared on her face as she waged a finger at the two of them.

"I'm just the Funhouse! That's all nothing more...just a bit hungry..."

"Using fears of humans is a sneaky way to get something you want. Be fair on the grand scale of things they won't provide much of a meal, let alone a snack." Doctor shrugged, "Leave Tilly's body."

"But returning to being in the form of a house is boring! You don't know how boring it is to be an entity stuck in that form."

"So you use people's fears for what...? Food and then what?"

"I needed enough energy." Tilly smirked evilly while discovering she could skip from side to side, all the time the two of them watched her closely. This was no longer a mid twenty year old woman, although she appeared to be but mentally she was a bitter entity searching for a new home and host. "So that I could finally get a body, although this ones a little to small...her thoughts are so boring too..." Tilly doubled over and a green like mist shot out of her, Phil and Doctor both jumped to the side.

"Oh this is interesting...telepathic? Psychic, fortune teller? Wow is there anything this girl isn't?"

"Get out of her." Doctor said deadly seriously, "I don't care, well I do really, about you possessing someone to get something you want. But you can use a host to get to freedom, I will help you. But I cannot allow you to stay here killing these people so you can get enough energy to eventually steal someone's body and life."

"Huh? Sorry you spoke?" Phil and the entity spoke, "I wasn't listening...her thoughts are interesting."

"That's privacy evasion, now get out of her."

"Look at you being so defensive! She must mean a lot to you," Phil gave a wink. "Pfft privacy evasion? Aren't you a least bit curious what goes on in your friends head? Not even a little bit? Her life is a complete mystery apart from her future is dead set. I don't think that can change, oh by the look on your face she's not told you anything." Phil said sadly while pouting, Doctor frowned suddenly and pointed the screwdriver at of her, on the right setting it'll be incredibly uncomfortable for the entity that it'd need to leave. By now Tilly had regained her senses and looked at the two confused. "She thinks very fondly of you, be careful humans are so susceptible to certain things, they're easily influenced if you get my meaning?" Phil winked again and then a shocked expression flitted onto her face. "What's this...? Ah!" Screaming in complete agony she doubled over much like Tilly did.

The blond scrambled her way over to Phil and rolled her onto her back, "Are you alright?"

"In pain," Phil sat up and then pulled a face, having the sonic screwdriver being pointed at her and Tilly by a possessed Doctor wasn't how she imagined how the day would end.

"I confessed about you."

"Oh."

"Is that all? I've possessed the body of your loveable companion and I said things from your secretive parts of your mind, and all you say is; 'Oh'?" Doctor and the entity said, Phil stood up with help from Tilly. "He's a funny one isn't he? Lanky, don't think I can get used to this..." The Doctor looked down at himself and then laughed and shrugged. "TARDIS huh?"

Phil frowned and pointed a finger at him, "What about her?"

"Catch you later darling," Doctor said while turning and running towards a door which just appeared, "Come on!" Phil shouted and pulled Tilly with her, the two of them ran after him. It didn't take the three of them long to be soon running down the lines of game stalls. It also didn't take them long to reach the TARDIS.

"This is where we say goodbye, I can already tell that he isn't one for just abandoning people – oh wait! I lie he does, you better get used to this Philippa Knight because I can tell you will be abandoned soon. How will that heartache feel huh? I'd hate to know-" Doctor and the entities rambling got cut off by her punching him.

Taking this moment Phil pushed him into the TARDIS and pulled Tilly in, slamming the door shut she watch as the Doctor rubbed his face. "Oh Phil!"

"Stop it! Stop preaching and using his body and voice!"

"You know, I think it's only fair I confess about him, I confessed about you. He likes you too, does that help? Yes no? Maybe? I don't know! You are all so easily led by feelings I don't know how you lot have survived so long...although he's alone isn't he? Oh well-" he got cut off again by Phil punching him.

"I mean it! Stop preaching, stop talking like you're him! You're not him! You don't even deserve to be near him let alone possessing him you freak." Phil said just as the TARDIS kick started herself, both her and Tilly let out a little scream and hurtled back.

The front door opened, luckily Tilly was by now clutching onto a nearby railing, Phil grabbed a hold of the Doctor's jacket and watched as the green entity which was possessing the funhouse was now getting sucked out into space.

"Why does my face hurt?" Doctor sat up as he did so the door shut, "Why does my face? Why was I staring into the vortex? And also why do we now have another companion on board?" Doctor questioned while rubbing his face and looking towards Phil who was sitting, nearly collapsed against the door, next to him.

"I'll answer in order," she said a little out of breath. "I punched you twice, TARDIS opened her doors and you went sliding, Funhouse has equally gone now I think it's floating in the vortex now as you called it. And Tilly...I sorta dragged her here...because I didn't want to leave her behind..." Phil said nervously while watching Doctor trying to process her words.

"You punched me?" He exclaimed, Phil nodded slowly and looked at him. "Twice? Surely you didn't need to punch me once let alone twice...was I really that bad?"

"Sorry! But..." Phil trailed off and sighed, "I didn't take to kindly to what it made you say." Doctor nodded understanding, he equally felt the same.

Funhouse of horrors did a number on the three of them as they sat in silence in the console room, letting out a thoughtful sound Doctor jumped up, "Better get you home Tilly, where to?" He smiled, Phil stayed leaning against the doors and watched as the shorter blond woman explained which planet and solar system to go to.


	49. Chapter 49

49

"I don't even know your names really yet you saved my life. Is there any chance Cassandra will be alive and well?"

"There's a slim chance that she will be alive and well, but you better go and find out." Doctor said while watching the shorter woman take a tentative step forward. "Oh, well this here is Phil, and I'm the Doctor."

"Hi," Phil waved and received a wave back just as Tilly walked off down the street, turning around Phil yawned.

"Tired?"

"Incredibly." She answered, Doctor gave a nod and opened the door for her, Phil walked in quickly and up the stairs to the console. "Can we never go to a fair again?"

"I think we should avoid them, not to be a total sceptic, but I will never trust funhouses again."

"Or house of horrors."

"Yes! Or those as well." Doctor pointed a finger at her, Phil yawned slightly and nodded. The two of them stared at each other before Phil pointed to the stairs. "Night Doctor!" She grinned before walking off.

It was slightly awkward, confessions from being possessed was not helping in the slightest. "Oh that's it," Doctor said while stomping a foot and walking off up the stairs, walking to the room which Phil lived in he walked in.

Phil stopped folding her clothes up and looked at him, "Hello."

"I have to say, whatever I got made to say probably was a load of rubbish, and I know I speak rubbish most of the time. But you have a habit of listening to me intently, and I just think it would be wise to not listen to me on that one occasion." Doctor rambled out, Phil put her clothes in the storage unit and crossed her arms over her hoodied top.

"You're doing that thing again Phil! Idiocy with one look."

"Huh, ok, what if I told you that what you said wasn't really that important?"

"I'd call you an unconvincing liar again," Doctor said simply, Phil shrugged and pushed the storage unit drawer shut. She pushed her hair behind her ears and put her hands in the tops pockets. "You remember what you said?"

"Yes I do, and that is why I'm telling you to ignore me."

"Right," she looked down at the floor and bit her lip. "In that case perhaps ignore me? I can't remember what I said." She frowned trying to remember, Doctor stood awkwardly in the doorway and shook his head.

"You don't want to know."

"Oh good god what did I say?"

"Well..."

"Actually maybe you're right, I don't want to know. This isn't fair! How come you remember what you said?"

"Because I'm special like that," he grinned and ran a hand through his hair, Phil laughed and walked over to her bed. Sitting down she looked up at him, "Night."

"Oh yes! Sleep...humans and sleep," Doctor rolled his eyes and still stood there, Phil jumped up from the bed and stood in front of him.

"Maybe you're suffering from slight guilty conscious? Ok, well I know you won't abandon me back home unless you really need to. And yes alright I like _like_ you too, now good night Doctor before I collapse from exhaustion." Phil rambled out simply and gave him a nod, Doctor thought over her words before smiling lightly.

"Thanks for that Phil! I think I may have needed to hear that."

"You're very welcome," she waved a hand at him, "You're still here."

"Well this is my home! Maybe I like your room huh? Ever thought of that?" Doctor said while childishly running into her room more and looking over the drawings to see if there was any new ones. Phil turned slowly and watched him, rolling her eyes she walked over and collapsed on the bed, wriggling under the duvet she let out a quiet yawn and shut her eyes.

She could sleep anywhere at any time, having an energetic Time Lord running around the room wasn't going to effect her sleep one bit. Feeling the bed dip slightly, Phil lazily opened her eyes and looked at Doctor who was smiling lightly.

"Hello."

"Hello sleepy Phil!" Doctor beamed, Phil yawned and rolled to lay on her side, "Where do you want to go tomorrow?"

"I don't know, you've been to many places is there anywhere you'd want to return to?" Phil asked and then sat up and looked at him. "Thinking of which, please tell me about somewhere you've been before."

Getting comfy on the bed he thought over her request. "Quinnis!"

"Quinnis? What makes this planet special for you to single it out?"

"Well I would tell you if you hadn't butted in, seriously Phil cutting people off from talking is rude." Doctor scolded slightly while Phil ignored the telling off and yawned. "I visited it before a long long time ago, I nearly lost the TARDIS there." He explained thoughtfully, Phil looked at him a little shocked. "Yeah I know how silly of me!"

"Silly you indeed."

"The moon the planet has is used as a prison, can you imagine that Phil? There's a thought for you to dwell on before sleeping. A moon which acts as a prison. Wonder if you could draw it..." Doctor trailed off thoughtfully while giving his head a thoughtful scratch. "I trained as a ninja on Quinnis."

"What? You did not!"

"Did too! Is that so hard to believe?"

"You so didn't! And yes it is actually."

"Why? Huh? Why come on and answer that if you can." Doctor clicked his fingers and pointed at her. Phil crossed her arms over the duvet and sat in thought for a while.

"You're uncoordinated." She answered, Doctor double took and looked at her. "What?"

"Uncoordinated? I'm the most coordinated person alive!"

"I think you could trip over your own feet."

"Who can't?"

"Not the point, the point I'm getting at is...have you ever seen yourself run? You running is very funny." Phil chuckled tiredly. "You wave your arms around weirdly at times, all very funny to watch." She paused again to put a hand under her chin in thought. "I think it's cos you're lanky."

"I'm not lanky...you're just short and stubby."

"I am not stubby."

"You're not denying the short part then? At least you're not in denial over your height I guess."

"I'm average height actually cheers."

"And so am I."

"What average height for the odd alien type? I'm average height for people my age."

"Well now you're just being mean picking on my height, I don't pick on yours."

"You called me short and stubby."

"Enough! I thought you were going to sleep?"

"You started talking."

"Because you asked me to! Seriously Phil you need to stop trying to pin the blame on me, if you wanted to stay awake and chat that's perfectly fine by me." Doctor rambled simply, Phil just shook her head and looked up at him.


	50. Chapter 50

50

Phil yawned and waved a hand at him, "I don't think I could stay awake all night and talk."

"You people are so odd! You say you're tired and then talk for a while and wake up, you have very odd traditions with bed too." Doctor pulled a face and then looked down at Phil who was just staring at him dumbly. Clapping his hands together he pointed at her, "Sleepover!"

"You what?"

"Sleepovers, what do you people actually do at them? Never grasped the concept."

"Erm...right...basically you just crash at someone's home and stay the night. Watch movies eat lots of sweets and drink a lot of sugar filled refreshments."

"In that case..." trailing off Doctor waved her hands at her, "I call for a sleepover!"

"You want to crash out in your own home? Shouldn't I be the one calling for a sleepover?" Phil questioned while scooting over in the bed so Doctor could clamber in, he grinned rather childishly at her.

"Don't ruin my fun Phil."

"Sorry."

"So! From your list...movies, love a good movie me! What do you want to watch?" Phil narrowed her eyes up at him. "Don't look at me like that! You don't know what it's like Phil to be stuck with your own company for so long."

"Eight hours, that's all the sleep people require."

"Oh shush, you can sleep in tomorrow can you not?"

"No."

"Why not?"

"Because you'll drag me out somewhere!" Phil whined and hid under the covers, she sighed when he pulled them away. "But ok, movies...I don't know...do you even know what a movie is?"

"Phil?"

"Yes?"

"That's stupid, of course I know what a movie is...I just don't know if there's any on board."

"This is hopeless." Muttering and getting comfy Phil shut her eyes fully prepared to go to sleep. Frowning lightly when the bed dipped a little she looked up at Doctor who was attempting to lay down. "Why exactly are you bombarding my bed?"

"Because."

"That's not really a reason."

Frowning he thought for a moment before giving her a small smile, "You're great to hug." Doctor said while waving his arms at her, Phil rolled her eyes although slowly smiling. Wriggling into his arms she shut her eyes again.

"Smooth."

"What? Sorry couldn't hear you from way up here."

"You're tall but you're not that tall." Phil rubbed her eyes as silence fell in the room, Doctor leaned his head on top of hers as his eyes slid shut. 

"Space ship known as Celestial Phoenix! Look it at Phil! Everything you could possibly think of is right here." Doctor exclaimed happily, looking to the side he frowned at the black haired teenager next to him. Phil was playing the part of the zombie teenager, she was paler in complexion than usual all thanks to Doctor casually talking to her when he couldn't get to sleep last night, thus keeping her awake. She peered over the long scarf which was tightly wrapped around her neck, despite the insistent words from Doctor, who said she wouldn't need a scarf, she wore it regardless. "In that case...where's the nearest coffee shop?"

"I believe that's one over there," Doctor mused and then yanked her by the scarf he used to live in. Phil choked and narrowed her eyes up at him. "Don't wander remember?"

"Fine, in that case, would you like to come get a coffee with me Doctor? And perhaps some breakfast?"

"Well that's not really what I had in mind..."

"I distinctly remember you saying I could sleep in from our pathetic attempt at a sleepover. And I remember very well saying I couldn't because you'd drag me out. I'm not complaining honestly...just...I've had like three hours sleep, I feel like a zombie."

"As long as you don't actually turn into a zombie then that's fine. Just if you do stay away from my brain."

"I don't want your brain." Phil and him walked towards the coffee shop, "I do however want a strong coffee and a bacon sandwich." Phil's stomach growled at the thought of food as they entered the building.


	51. Chapter 51

51

"So! Space ship known as the Celestial Phoenix? You say it has anything I can think of on here?"

"Yup," Doctor nodded happily, they were walking down a walkway looking around at the clean appearance of the things around them. By now Phil had happily ate something for breakfast and drunk a subtle amount of coffee to keep her functioning for a few hours.

"But why?"

"Well," Doctor leaned against the railing, Phil stood next to him. He pointed down Phil followed where he was pointing and made a thoughtful sound. "People live here? And here I thought it was a humongous shopping center."

"If you want a humongous shopping center I'll take you to one later on."

"I have no money. I just spent what I had on breakfast." Phil said sadly mourning the loss of her money. "So people live here?"

"Yup."

"But why?"

"Phil! Why must you question everything? Can't people just live on a ship because they want to?"

"There has to be a reason no?"

"True," Doctor took to walking down the walkway again with Phil trotting after him. "I guess we've landed smack bang in between the time of the Earth destroying itself, and a new Earth about to rebuild itself."

"So everyone jumps onto a ship?"

"Yup."

"So...over six billion people are on here?"

"I believe so."

"This has to be one huge ship."

"I know right?"

"This is going to take ages to explore." Phil pulled the scarf away from her mouth so her voice didn't come out all muffled. Doctor nodded slowly and looked down at her, slowly smiling he nodded again. "It's going to take ages, but it's going to be fun!"

"Shall we?"

"Why yes, I think we shall, lets go." Doctor walked towards an elevator and pushed the button. Phil put her hands in her jacket pockets and looked around. 

Looking down at her feet Phil pondered, the two of them managed to find the shopping part of the ship. Phil was currently trying on different pairs of boots, she was more of a boots person than shoes. "Ta da!" Looking up and instantly laughing she put her hands over her mouth. "Hey now that's not very nice, I don't laugh at you."

"Sorry," Phil mumbled out, Doctor had long left her to shopping and gone off exploring the nearby shops. Only he lied and stayed in the same shop just so Phil wouldn't mindlessly wander off when she'd finished. While exploring the shop he came across numerous hats and sunglasses, hence why Phil laughed. He was currently clutching onto many different hats and sunglasses. Walking over and sitting next to her he put a hat on her head.

"Suits you!" He grinned, Phil pulled the hat off and looked up at him. Lowering the aviator glasses he was wearing he looked at her. "Enjoying nosing around?"

"Uh-huh...I'm still in slight shock at how huge this place is."

"Remember it has the whole Earth here, it has to be huge. Now if we're done here I think we should exit by looks of things it's closing time." Doctor took the glasses off and waited for Phil to change back into her boots. Once she had the two of them took off exiting the shop, looking around at the rushing people Phil readjusted the scarf. Everyone seemed to be moving to the lower decks of the ship, which she presumed was the housing part. "Well, shall we go? Come on lets get out of here and back to the TARDIS."

Phil saluted him and the two of them walked back to where she was parked. Frowning Phil looked around. "Do you hear that?"

"That? What is that? What is it I'm meant to be hearing?"

"Shh," Phil waged a finger at him, Doctor frowned and pointed a finger at her, she pushed his hand away and looked around. "Tinkering."

"Tinkering?"

"Like...a really creepy tinkering tune."

"Nice description sounds interesting." Doctor and her continued to walk and look around slowly, it wasn't long before he to could hear it. The two of them stopped when they came across a man who was standing with his back to them. He was just standing not moving, but the ominous creepy tune was coming from directly where he was standing.

"Excuse me sir are you alright?" Doctor questioned simply, the man flinched at his voice and slowly turned. Phil pulled a face and took a step back, Doctor took a step back too. The man's eyes were completely white, and his skin seemed a dull grey colour. The two of them thought he was going to jump towards them but instead he collapsed backwards.

"That was anticlimax if ever I've seen one." Doctor said while Phil nudged him in the arm, "Hey! I was merely saying."

Phil crouched down slowly next to him, in the man's hands was a little object. Slowly prying it from his hands she stood up. "What do you have there?" Doctor took the object from her hands when a dazed expression flitted onto her face. Phil shook her head and looked at it, "I think it's a music box."

"A music box would be square, or cube, this one's hexagonal."

"So...it's a music hexagon?"

"It doesn't quite have the same ring to it does it?"

"Not really." Phil shrugged and looked the hexagon music object over while Doctor was doing the same. The two of them paid more attention to the object then to the man on the floor, until he let out a groan. Phil yelped and jumped away from him, "I thought he was unconscious."

"I have to admit I thought he was...you know...pushing up daisies."

"Dead? You thought he was dead? Because someone collapses to the floor you think they're immediately dead?"

"Look at him Phil!" Doctor nodded his head down at the man. "You can't say that he looks the prime peak of health can you?" It was a simple statement, a simple but true statement.


	52. Chapter 52

52

The two of them managed to get him to a hospital, they were now back in the TARDIS, Doctor stood near the console scanning the musical object.

"What if it's to do with the Darkness?" Doctor stopped scanning and looked up at Phil who was sitting on the stairs with her back to him. Turning around she looked up at him worriedly. It was an honest question but it was also the first time she'd voiced any real problem with the oncoming Darkness. When things trouble people they won't let the topic go, but Phil seemed to have accepted it and not voiced any problems until now.

"What makes you say that?"

"It's creepy."

"All things creepy can't be connected to the Darkness." Doctor waved the screwdriver at her, Phil turned back around and looked towards the door. She was right about one thing though, it was creepy. The object was a stony grey colour and felt rough, Doctor hadn't managed to figure out how to get it to open. Like most music boxes all one would need to do is wind up the key and the music would play and whatever the figure was inside it'd pop up and twirl around with the music. Clearly this musical object wanted to contradict that tradition.

"I don't get it," Doctor said slightly annoyed, Phil turned and looked back up at him. "Do you get it?"

"I've only held it once." Phil pointed out, Doctor walked over and sat next to her, handing the object to her Phil took it slowly and looked it over. The same dazed expression flitted onto her face just like when she first picked it up, yelping suddenly she flung it away from her. Doctor watched it shuttle along the ground and then looked at her. "What was that for? Surely the music wasn't that bad?"

"There was no music! And it burned!"

"Of course there was no music because I couldn't hear any." Doctor waved a hand at her and then looked at her seriously. "Burned?" Phil held her hand up, the hand she had been holding the object in, her fingertips were red and sore looking from a minor burn. Holding onto her hand Doctor scanned over her fingers, "Does it hurt?"

"No not really...ok who am I kidding? It's throbbing but nothing to bad." Phil smiled and flexed her fingers. The two of them looked slowly towards the musical object when it started up with its tinkering creepy tune. Aiming the screwdriver in its direction Doctor looked at it, Phil took her hand from his and slowly walked over to it.

Crouching down she reached out, "I wouldn't touch it if I were you." Doctor jumped up and walked over to her, crouching beside her he looked at the weird twisted figure which appeared from the object and twirled to the creepy tune.

"What is it?"

"It's a statuesque form, all of this," Doctor waved the screwdriver at the hexagonal object. "Is its skin."

"What? That's very strange, but that there is the little critter which lives in it. So how can all of it be the skin?"

"The skin is the major sensory organ for it, as such that's how it feeds."

"I just got used as live stock?"

"Possibly...yes...sorry there Phil I think you did." Doctor looked at her, Phil shook her head trying to process that information.

"So what is it?"

"Spheretor."

"Sphere in the name yet lives in a hexagon?"

"How observational of you there!" Doctor grinned, his smile slipped which caused Phil to look at him confused.

"What is it?"

"No nothing."

"Don't pull that on me," Phil crossed her arms and looked at him seriously. Doctor ran a hand through his hair and looked up at her. "That expression," she waved a finger at him, he looked at her confused. "Not that one the one before." Phil rolled her eyes, Doctor pulled the same expression as before. "That one! Yeah...that's the one...that expression means anything but 'no nothing'." She gave him a swift nod before standing up and giving the Spheretor a hesitant look before turning and walking back to the stairs. 

Walking into the hospital Phil followed Doctor as he simply found the room where the unconscious man was from earlier. Doctor easily walked into the room although she stopped outside it and sighed. Hospitals and hers didn't mix very well, she vaguely remembered being in the hospital after her families accident. Doctor noticed he was without his friend, turning he walked over to where Phil was leaning against the wall.

"You're free to go in and talk to him."

"You're going to stay out here? In the boring corridor? With the annoying smell of clinical implements?" Doctor questioned, Phil nodded each time after his question. "Oh no you don't," he grabbed a hold of her hand and tugged her into the room.

"No no! For real seriously...please let me go!" But it was to late the two of them were in the hospital room. Phil's nerves just got worse once she was in the room, biting her nails on her spare hand as she was tugged towards the bed by the other she blinked and looked at the man.


	53. Chapter 53

53

The man in question, now known as Francis looked at the two of them confused. "You two aren't doctors, nor do I know you. So why are you here?"

"He's a doctor," Phil pointed at the Doctor, who nodded confirming her words.

"You certainly don't look like a doctor."

"What do doctors look like Francis? Old, wear white lab coats? Stethoscope around the neck?"

"Well yeah actually." Francis said plainly while getting comfy in the bed and looking back at them two.

"What happened?"

Francis looked at Doctor confused, "I was found unconscious in a street."

"Do you suffer from black outs?"

"No." Francis answered sharply, "Look you're not a doctor, and yet again I don't know you two. So can you please leave?"

"Are you fighting fit yet?"

"What does that matter?" Francis exclaimed obviously getting annoyed by Doctor's constant questions. Phil stopped nibbling her nails and pointed at him, "We are the ones who found you and bought you here. So I think we deserve a thanks."

"Yes! Phil is right! You should thank us."

"If I thank you will you leave?"

"Are we offending you somehow?"

"She isn't you are, you're annoying me." Doctor looked a little disheartened at Francis and at his words. Phil rolled her eyes, "Thank you."

"You're welcome!"

"It's alright," Phil shrugged and put her hands in her pockets. "Can you remember anything before you blacked out?" She asked, Francis did say she didn't annoy him so maybe she could get away with asking questions.

"No." He answered honestly, Phil looked at Doctor and nodded at him, he looked at her confused before jumping slightly. Rummaging in his coat pocket Doctor pulled out the musical object. Francis's expression changed dramatically, it went from calm to strained and seemingly in extreme pain.

"Do you know what this is?"

"Can't you hear it singing?" Francis asked, Doctor and Phil looked at each other, "It sounds so beautiful..." he trailed off and leant back against the pillows.

"How did you come to possess this?" Doctor asked while walking to the side of the bed, Francis looked up at him tiredly.

"It called out to me and I picked it up."

"It was killing you." Doctor said, "Something which is killing you can't sound beautiful."

"It does though!" Francis paled slightly, throughout their conversation he had been paling more and more. In all honesty he went from looking perfectly fine to how he was earlier on, "It does." He repeated more firmly.

Phil stood at the foot of the bed taken to biting her nails again, she didn't really like where this was going. The two of them weren't expecting Francis to leap up and clutch onto the musical object. Doctor tried prying it from his hands and eventually did when the man fell still. Taking a slow step back Doctor looked from the still man to the musical object, he then looked up at Phil who looked in a state of shock.

She didn't need to get told twice to leave the room mainly because she practically ran out, Doctor ran after her. Wrapping her arms around herself she nodded at the room once they were in the corridor. "Is he...?"

"Unfortunately yes."

"He just..." Phil trailed off to eye people up as they exited the ward. "Killed himself."

"More or less. Clearly whatever he heard from this was worth his life." Doctor flung the object in the air and caught it. "Now we have the pleasure to see if there's anymore on this ship. And if so how do we get rid of them?"

"How do we find out if there's anymore?"

"Well much like people, it should be in contact with its fellow kind."

"I don't see a mobile phone."

"Aha that there is incorrect!"

"Eh?"

"Spheretor, the dependant technology of there kind is cybernetics."

"Meaning?"

"You're not using that thing in there again," Doctor tapped her on the head. "Do you really want me to tell you everything?"

"Erm...yes?"

"Cybernetics, the phone is built into it."

"So it has a phone in its head?"

"Basically," Doctor nodded as they left the building and walked back towards the TARDIS. "How annoying would that be? Always ringing in your mind it'd drive you mad!"

"You're already mad, I think it'll just make you madder." Phil shrugged Doctor looked at her before grinning and nodding. "So how do we find out if there's anymore?"

"Oh! Right right of course..." Doctor trailed off to pocket the musical device. "Link it up to the TARDIS, as I said cybernetics it has a phone in its head with help from the TARDIS we'll be able to easily discover if there's others."

"Is there likely to be?"

"Mmhmm..." Humming thoughtfully Doctor opened the door to the TARDIS. "Very rarely does something travel solo." Phil looked at him thoughtfully before walking in, he shut the door behind himself and ran up to the console. Soon attaching wires onto the object the two awaited patiently to see if any would flare up on the screen.

"You are kidding?"

"That is certainly more than average." Doctor looked wide eyed at the screen, Phil scratched her head thoughtfully. "You said there'd most likely be more right?"

"Yes but I didn't mean that many!" Doctor pointed at the screen, after a minute or so of waiting hundreds of red dots appeared on the screen, they managed to figure out where most of them were hiding because of the map on another screen.

The Celestial Phoenix was literally teaming with Spheretors, "Can I ask you something?"

"Certainly!"

"Francis was used as food like I was when I touched it right?"

"Yup unfortunately." Doctor confirmed while detaching the musical object from the console. He turned his attention to Phil and where she was going with her questions. "How does that work?"

"Time."

"Eh?"

"Time, they literally feed off of time. Be that time from a time line, or in fact someone's time i.e. their life."

"Well Doctor, we're on a ship with over six billion other people, surely I don't need to finish where I'm going with that."

"No Phil you do not, I already know, that thought has already popped into my oh so brilliant mind." Phil rolled her eyes and then looked up at him. "Don't say it, I already know what you're thinking." Doctor paused, "How do we get them off of here without harming the people living on the ship? Am I corrected?"

"You are."

"Which is a valid question, a valid question which I've not got an answer for yet." Doctor said truthfully. "I'll put the kettle on then, we're going to be plotting for a while, may as well have inspirational refreshments." Phil said as she unwrapped the scarf from her neck and pottered off to the kitchen.


	54. Chapter 54

54

Standing staring at the console Doctor had in fact thought of one way to get them off of the ship without harming the people on board. It was a way which he knew full well Phil wouldn't agree with.

There were just to many to run around and retrieve not only that because of the size of them they would be rather tricky to find. "Damn you and your miniature stature." Doctor muttered to the Spheretor that was sitting in front of him. Phil sat on the stairs looking towards the door, for the reason if they needed to go quickly all she'd need to do is jump down a few steps.

"Phil I need to ask you something," here goes nothing, Doctor was going to pose the one solution to his friend. Phil turned and stood up, "What's up? Has the tea kicked in and sparked your brain cells?"

Doctor smiled at her slight joke but then looked at her seriously, Phil stopped smiling and put her hands in her pockets. "I don't like that look, what is it?"

"If you had one way to help people, but that way meant total wipe out for another species would you take it?" Doctor looked up at her, Phil was thinking through his question but then shook her head and glared at him.

"You're talking about killing them," she waved a hand at the Spheretor on the console, "Aren't you?"

"Metaphorically yes."

"There was no metaphorical meaning there at all! You have plainly just admitted to thinking through killing a species to save some people."

"A hundred plus people from dying all at the same time Phil! Can't you even think of the effect that would have?"

"Have you even thought about what a total extinction of a species would do?" Phil said strongly while taking to crossing her arms and looking at him seriously. "What the hell? You're not a murderer...and if you are, and are seriously thinking about going through with this plan I don't know you. And to be quite frank here, if you do I don't want to be around you." Phil said while turning to walk out of the TARDIS.

"Where are you going?"

"I don't want to be around a possible murderer for the time being," she said while exiting the police box. Outraged would be putting it lightly of how she felt right now, sure not everyone can be saved. She knew that as well as anyone else, but talking about killing off a whole species was just utter madness to her. It also didn't make much sense, this was the first time she'd witnessed the Doctor be such a defeatist. 

The Doctor on the other hand, still standing processing the telling off he got from Phil, jump to action. "She's right! Oh Phil you secret genius you're so right!" He exclaimed and then hit himself on the forehead, she'd just walked out. He was praising her and she wasn't even here to accept the praise which was being given to her.

Jumping down the steps and towards the door he flung it open and ran down the walkway towards the civilizing people and their oddly made towns. Pulling out the screwdriver he discreetly scanned the area, finding Phil was a rather easy thing to do considering the psychic energy which surrounded her. All he had to do was find a trace of it, pray it wasn't someone else's, and follow the trail straight to her.

Phil's course was a straight forward one, seems she didn't want to go off exploring to places they'd not been to. Pointing the device up at a shop Doctor stopped and looked through the window of a small café. Sitting practically glaring at a coffee was Phil, clearly he'd annoyed her a lot more than what he intended to. He walked up to the door yet stopped when a young man sat down in front of her and started talking. _Ouch, _he thought while backing off and leaning against the side of the building. What was this annoying pang? Guilt for annoying her, no that certainly wasn't it. Annoyance that some person got to console Phil...annoyance contributed towards jealousy. "I am not jealous of some human talking to Phil," Doctor said while crossing his arms and receiving odd looks from passer bys. But there was that annoying niggling pang again, "Ok maybe I'm lying." He deduced simply with a shrug, looking towards the window he watched as the two of them were on the move. Jumping away from the wall he walked in the opposite direction and hide near a building which was a good vantage point.

Phil looked rather unamused by the young man walking next to her, Doctor couldn't help but mentally laugh at that. She didn't take to strangers to well, "Ooh!" Waving his hands he trotted after them and stopped near another building, looking around the corner he couldn't see them. "How fast are they walking? Phil never walks fast...she's slow...like a snail." He trailed off thoughtfully and then leapt around the corner and down the street when he heard a female scream.

Looking at the two people on the ground he crouched next to a very pale Phil, prying a Spheretor out of her hands he eyed the man. Pointing the screwdriver in his direction he didn't need to look at the readings to know that he was dead.

With wide eyes he directed his attention back to Phil, pocketing the Spheretor he shook her, "Hey! Sleepyhead wakey wakey! You're keeping me waiting again Philippa!" Doctor exclaimed rather desperately, there was nothing, although she was breathing she wasn't waking up. Picking her up he managed to get back to the TARDIS by taking back alleys. He didn't think people would really appreciate him walking through the town with a heavily unconscious teenager in his arms.


	55. Chapter 55

_Time to pop in, Celestial Phoenix and the Spheretors are completely out of my head. I've not popped up for a while to ramble xD_

_Thanks for all the reviews and messages and that! I am happy to read them, feedback makes me a humbly happy person :''D_

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><p>55<p>

Sitting down on the edge of Phil's bed, Doctor looked at her. Sure she was rather pale but other than that she looked rather well. "What happened to you silly Phil?" He questioned while taking a hold of one of her hands. Both her hands, much like earlier, had minor burn marks from where she had held a Spheretor. Yet other people, Francis and that other man who was with her, didn't have these marks. Which added to the mystery of why just her? It was probably something to do with her psychic energy trying to block the Spheretors precognitive skills. That was something he didn't say to her, the Spheretor species were used a lot by other species as fortune tellers because of their skill to foresee the future. Both of the ones Phil had held must of taken an interest in her future and in result her psychic energy blocked the Spheretors and that led to her minor burns.

"Your future must be very eventful," he sighed and put her hand down, Phil on the other hand slowly opened her eyes. "Hey," he said quietly while she looked around her room and then up at him. "What happened to you?"

"Did I drink a bad coffee?"

"Why?"

"My head hurts."

Doctor shook his head slowly, "Do you remember anything from when you left?"

"I was so angry at you," Phil said slowly while shutting her eyes. Doctor looked down at the floor and then up at her, rather ashamed with his earlier plan. "That coffee sucked...but that guy bought it for me after I said I had no money." She paused to yawn. "I remember something about a tour, I didn't tell him about you or the TARDIS," Phil looked up at him, "That'd be problematic."

"Extremely problematic thanks there Phil."

"You're welcome," she smiled, it was amazing that she could even still be jokey considering what just happened.

"You know you could have died?"

"Huh...yeah..." Phil trailed off thoughtfully. "It was weird, he just kind took the Spheretor out of his pocket and shoved it in my hands. No sooner did he do so than did he collapse," Phil shuddered slightly remembering the moment. "It burned so much, and then I fell." She said simply like it was the most normal thing to happen.

"I'm sorry," Doctor said, Phil tilted her head up to look at him.

"Excuse me?" She said in an utterly confused tone, she was just getting her energy back only for it to go again thanks to confusion.

"If I hadn't bought up that idiotic plan, we wouldn't have argued and you wouldn't have got hurt because of me."

"Idiot," Phil said after a minutes silence, Doctor looked at her, it was his turn to be the confused one in the room. "I didn't get hurt because of you, I got hurt because of some lunatic wielding an alien music box."

"But-"

"Shhh," she pointed at him and then lazily dropped her arm back to rest over her stomach.

"You don't blame me?"

"What?" She exclaimed in an annoyed yet still confused tone. "What the hell have I got to blame you for? Yet again and I repeat," Phil paused to fidget and get comfy on her bed. "It isn't your fault."

"You could have died."

"But I didn't."

"But you could have."

"But I didn't did I? Because you and your awesome timing skills popped up and took that thing away from me." Phil paused to put a hand under her chin in thought. "You're an unconventional knight in not so shining armour."

Doctor sat there and then looked up at her, "Don't look at me like that, seriously if each time I get hurt you're going to blame yourself you're going have to sit and listen to a lot of lectures." Phil said while crossing her arms. "Now then, back to the problem at hand," she said sounding more like him than himself. "How do they get off of this ship? Keep in mind total extinction is out of the question."

"For one," Doctor said while putting his hands on his knees. "You stay here," he smiled lightly in her direction, she frowned and was about to say something but he spoke first. "Bed rest, you nearly died you're in no fit state to help me." Doctor nodded, "Secondly, I think there is a way to get them off of here without total extinction."

"What is it?"

"Well we'll just have to use their cybernetics against them."

"We'll? There's no 'we'll' there's only 'I'll' because you see I need bed rest."

"Your reverse psychology isn't up to scratch." Doctor grinned, Phil rolled her eyes and soon shut them. "It won't take long anyway and you'll really not miss anything."

"But I'll miss something I've never seen before won't I?"

"Most likely but there's plenty more interesting things out there than fleeing music boxes."


	56. Chapter 56

56

It honestly didn't take long for the Doctor to reroute a cybernetic signal from the two Spheretors he had and project it into space and away from the ship. It wouldn't take long for the odd musical species to find a new planet to call home. Although no doubt they'll infringe on some other species because that's what they do. Unhooking the two Spheretors from the console he looked at them, "Sorry guys I couldn't get you two home." It was the truth, they'd have to stay locked up in a TARDIS room. Because they were transmitting the signal they themselves couldn't follow it.

Walking up the stairs he quickly put them into what would be classed as his room if he ever stayed in there. Leaving the room and walking down the corridor he stopped in front of Phil's, peeking his head around the door he smiled lightly. She was sleeping soundly catching up on all the energy which had been stolen from her.

Walking in he sat down on the bed, he didn't know why he was in here for. Doctor half thought it was for confirmation that she was still alive and still here. Sure the two of them had been in a few sticky situations together but this was well and truly the first time that Phil had been in a near death experience. He still partially blamed himself, and Phil was right, there was another way to save both species albeit except two.

Phil looked slightly troubled in her sleep, and from her laying position on her side she curled into an odd ball and hugged more onto her pillow. Reaching up Doctor put a hand on her head, she seemed instantly to calm down just knowing someone was there, slowly though her eyes opened and she looked up at him.

"Hello sleepy Phil! I have to tell you that the Celestial Phoenix is now free from Spheretors," Doctor beamed although he didn't tell her about the two which were left behind.

"You didn't kill them then?"

"I said I wasn't going to didn't I? Didn't I say I was going to use their own cybernetics against them? I remember I did, so I did!" Doctor rambled to a half awake Phil who looked utterly bemused by his ramblings. "So we're leaving the Celestial Phoenix then?"

"We've already left, I had to follow the Spheretors into space to make sure they followed the fake signal I created."

"And did they?"

"Of course they did!" He said happily while patting her on the head and then removing his hand. Phil yawned and rubbed her eyes, she sat up slowly with help from him. "How do you feel Phil?" He asked seriously, she ran a hand through her hair and nodded slowly.

"Pretty hollow actually." She explained, "Just...really exhausted."

"You really were very close to dying."

"But I didn't."

"But you nearly did," Doctor said while holding a hand up to silence her. "You answer back and this childish argument will never end. Are you hungry? Thirsty perhaps? Tea? Tea is always good after a near death experience."

"A hug? I need a hug." Phil said while not waiting for him to answer and simply latching onto him. Doctor nodded slowly, of course she'd ask for a hug, like that was the most obvious thing. Rolling his eyes he fidgeted slightly and held onto her lightly. Phil on the other hand had got comfy against his shoulder and shut her eyes.

"You better not be going to sleep on me."

"You're a good pillow," Phil reasoned and moved away from him, "You still look so guilty!"

"I do not."

"You do too!" She said while cupping his face in her hands. "Listen to me and listen well, my near death experience has nothing to do with you. Everyone argues, that is perfectly normal. It just so happens that I bumped into the wrong person at the wrong time. Alright? And face it you would have come to find me anyway, and you did, and successfully saved me."

"But what if the next time I'm not there? Listen Phil you can't always rely on me I'm not as trustworthy as you make me sound you have to much confidence in me." Doctor said while looking at her, Phil equalled his gaze with one of her own. The last thing Doctor expected was for her to shake him.

"Why do you not listen?" She exclaimed, "It happened, what happens happens and there's nothing you or I can do about that. There's a reason why it's called 'the past'." Phil pouted and looked back at him. "Ok good, great...can I get back to sleep now? I'm still exhausted, thank you for checking up on me though." Phil smiled, tilted his head down slightly to kiss him on the forehead and then laid down.


	57. Chapter 57

_Eepers! I've almost caught up with the amount i've written on my laptop D:_

_Ok granted i have one chapter that needs to get uploaded! For that reason i believe updating my be a little slack! BUT! Considering this is like the main story i'm concentrating on i think it'll still get updated rather quickly!_

_Thank you sooooooooo much for reviews and messages! Oh! I may as well say this now before i totally forget; there will most likely be a sequel. We need to get the Darkness outta the way first though no? xD_

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><p>57<p>

"String!" Doctor tugged at it and picked the string up from the TARDIS floor. Following it by carefully holding it in his hands he looked around the hallway which he was walking down. "Where do you lead to little fellow?" Turning a corner he grinned, "It leads to Phil!"

The young woman in question turned around slowly with a tooth brush sticking out from between her lips. "What are you doing up and about huh? I thought I told you to rest up," Doctor waged a finger at her. It was the day after her near death experience and Doctor didn't really feel up for going anywhere knowing his friend was laid up in bed trying to recover some stolen energy. But even so he'd caught Phil several times trying to escape her room, appearance wise she still looked very pale.

Taking the tooth brush out of her mouth she waved it at him, "You try being in a room bored."

"But you have me for company! How can you be bored?"

"You left! You said, and I quote: "I'm just going to get food for you, because you people like to casually snack be back soon." You left...for an hour, do I get snacks? No. I am snackless." Phil popped the tooth brush back into her mouth and leaned against the wall. Slightly out of breath by talking so much and walking around to much.

"Ok!" Doctor dropped the string and walked up to her, looking her over he nodded and tugged her back down the corridor. "How about we both go hunting for food? Then you," he patted her on the head. "Can get back to bed?"

"Hell no."

"Right!" Doctor put a hand under his chin in thought. "How about we go hunt for food, and then...you can go sit somewhere and draw?"

"No."

"You're making this very hard for me Phil," Doctor pushed her into her room, she walked in and looked at him. Pointing to the tooth brush Doctor hummed and then tugged her out of her room and towards the bathroom. "Ok here's a new plan," he held his hands up while Phil finished brushing her teeth. "Food, exploring, resting, then more exploring followed swiftly by afternoon tea and then a small rest followed by more exploring then bed?" Doctor put a hand on his stomach after speaking in one breath and very quickly. Phil looked at him and nodded slowly trying to process what he just said.

"So! Is that a yes?"

"I guess so...whatever it was you said..."

"Excellent! You just agreed to everything I just said," Doctor grinned and pulled her out of the room. "First on the list food."

"It doesn't matter."

"Now now Phil you need to eat, keep up your energy."

"If you mention my lack of energy again so help me," Phil shook her fist at him half arsed. "Meh," she patted him on the shoulder, "Sorry..." pinching the bridge of her nose she stood in silence.

"Are you still feeling icky?" Doctor pulled a face, icky usually lead to being ill. Sick body on the TARDIS honestly didn't bode well with him. Phil nodded slowly and then looked up at him lowering her hand, "I didn't sleep well." She shrugged and walked towards her room, walking in and sitting on the bed she picked up a sketchbook and waved at him.

Doctor walked in and sat next to her, she seemed amused with flicking through a book. "You know if you were feeling up to scratch I was going to take you to-"

"1920's America." Phil said, Doctor pointed a finger at her and nodded slowly.

"That is rather scary, but you're right. How did you know that Phil?" As an answer she tapped her head. "Right...is this the first vision you've had since leaving London and from the last contact you had with the Fendahl?"

"Yup more or less."

"That is not good."

"What's in 1920's America?" Phil asked and looked down at her book, "I think we should go."

"Well yes I think we should go as well considering you dreamt of it. Tell me Phil, what happened in your dream?"

"I don't know." She turned the book to show him, the pages where scribbled in black. "I couldn't see anything." Doctor took the sketchbook from her hands. There was something rather ominous about the blacked in pages.

"What's that?" Holding the book incredibly close to his face he squinted, Phil picked up a glass which was empty and on her bedside table. Doctor put the book at arms length, and then looked at Phil who waved the glass at him.

"Thanks!" Jumping up and over to the desk she had in her room he moved everything off of it and placed the book down. "Oh Phil why do you have to draw such disturbing things?" Doctor said seriously while looking through the glass and at the page. The glass made a very rough magnifying glass but it did the job.

He turned around and looked at her, Phil looked rather innocently up at him. Waving a hand at her she stood up and shuffled over to stand next to him. "Look through the glass," he said simply, Phil unwillingly looked through the clear object and then jumped back.

"What the hell is that thing?" She exclaimed and put her arms around herself, "I didn't draw that...I didn't I wouldn't of..."

"You did." Doctor picked up the page and the barely noticeable creepy image of the shrouded people and the odd skeletal person here and there. The rather ominous blacked in page was dotted with these disturbing little drawings of the different figures. Flicking the page Doctor frowned, "How many pages did you shade in?"

"Five."

"Congrats Phil you made a flip book."

"I did not."

"Yes you did, look," taking a step towards her he flicked the pages, now that they could see the odd figures on the page it was easy to see them on every page. "Oh my god...that's creepy, I don't like it." Phil shuddered and sat down just to escape looking at the sketchbook.

"Did you see these in your dream? The one involving us going to 1920's America?"

"Yeah."

"Right," Doctor bit his lip and sat next to her. "Well then Phil! Get ready for America in the 1920's!" He grinned, Phil looked at him torn in two minds. "Trust me on this, you will be fine."

"Me? What about you?"

"I'm always fine aren't I? I am aren't I? I'm a good survivor!"


	58. Chapter 58

58

Walking aimlessly around the wardrobe department Phil frowned, "Why do you have women clothes? Was you once a woman?"

"No! But I wanted to be ginger!" Doctor exclaimed back from the other side of the room, Phil frowned and rummaged through the rails of clothes. "Ginger?" She said to herself as if wanting a certain hair colour was the most annoying thing to him. "Why don't you just dye your hair?"

"Because I like my hair!"

"Right," picking up a flapper girl style dress Phil nodded and looked it over. It was nice, although with the yellow and black stripes it oddly resembled a bumble bee. Looking on the hanger she shook her head confused ever more so. Underneath where it was hanging was a pair of shoes and a head dress. "Seriously...are you a collector of clothes?"

"No but that doesn't mean I don't like to hoard them," Doctor replied, Phil turned and looked at him considering he was now standing near to where she was.

"Oh my god..."

"Oh don't say that Phil! Do I look that bad?" He looked down at his suit, he actually changed his clothes to fit in with the times they were going to be partially visiting.

"...Erm...well..."

"You're struggling with your words, oh that's a nice one! Why haven't you changed yet? Come on Phil!" Doctor exclaimed and happily turned and walked off. She stiffly followed after him still staring at him.

"I'm in shock." She said while opening the door to her room, Doctor took to playing with the hat he had been wearing. He looked at her confused, "You look like you've crawled out of a Mafia film."

"Oh come on now Phil! Only because I more or less live in the same clothes doesn't mean I don't like to change now and again."

"You've tied your tie wrong."

"I have not!"

"You have so!" Phil laughed and pointed at it, "It's wrong."

"If you say so considering you're the tie expert." Doctor huffed, Phil rolled her eyes and walked up to him. Pulling the white shirt collar up she undid the tie and took to retying it.

"You look very nice though."

"Nice? That's all you can say is nice?"

"You know Doctor it's usually women who complain about the compliments they receive...not men." Phil said while putting the collar down and taking a step back. "Much better," she nodded happily. "Ok, how's this," Phil held her hands up and then put them in her jean pockets. "You look very suave," she winked and laughed at him and his expression of processing her compliment.

"Suave is good?"

"Yes."

"I like suave then!" He grinned and put the hat back on, "Get ready, 1920's America is waiting." 

Phil was happy with the fact that what little information she knew about the 1920's she was sure she knew enough to pass off as someone from the era. Putting the head dress on Phil let out a quiet yawn, she was still tired but most of her energy had returned thankfully.

Standing up and looking down at herself she smiled slowly, not one for dresses it made her laugh that she was in one now. Be fair if she walked out of the TARDIS in a black jumper and jeans she'd get some pretty weird looks. Clapping her hands together she walked out of her room and towards the console room, Doctor was innocently playing with his hat. It looked like he couldn't quite decided whether to wear it or not. But if he didn't his suit didn't look complete, "Keep it on it looks good!" She grinned, Doctor jumped and dropped the hat. Picking it up and brushing it off he looked up at her.

"That bad huh?"

"No no!" He waved his hands at her, "No...not at all..."

"You're struggling with words Doctor," Phil said while walking down the stairs and stood next to him. She thought it fair to use the same words he used earlier on. "You can shut your mouth now, the ever shocked expression you have on is something I can't take seriously." Phil put a hand over her mouth to conceal a ever growing grin. Doctor shut his mouth and held his arm out to her, "Shall we go Phil? I believe there is some sort of dance happening somewhere and this is a perfect time to prove to you that I can dance."

Phil linked her arm with his and shook her head, "I can't dance. But going to a 1920's dance sounds like fun!"

"I'll teach you," Doctor grinned and reached out to open the door for her, letting her go through first he shut the door after himself. Phil gave him a disbelieving look, "Hey don't look at me like that! I can dance, honestly I can why don't you believe me?"

"You don't seem like the dancing type," she said simply and walked down the street, Doctor ran after her and walked beside her.


	59. Chapter 59

59

It wasn't hard to get into a building which had loads of other random people flocking to. Everywhere Phil and the Doctor looked there were people liberated from the end of the First World War. It had been two years since the end of the war but America was clearly picking itself back up and carrying on – much like every other country which was involved. Loud music could soon be heard and Phil's face lit up at the site of many people dancing.

"Phil?" Doctor said while stopping and watching the people with her. "I have to ask you something, no it's more like tell you something...or...maybe friendly words." Phil looked up at him and nodded. "That a girl Phil! Pay total attention," he grinned and put his hands on her shoulders. "Regardless of the fact that we came here looking for the creepy people you drew. I want you to do something."

"Is this something important?"

"It is extremely important," Doctor nodded, Phil paid even more attention to him. "Have fun." He grinned and laughed at her confusion. "Look at how confused you are! Have fun Phil, ignore the creepy drawing you did and have fun." He removed his hands from her shoulders and stood there smiling happily.

"Have fun?"

"Yup! Have fun Phil simple as, if you find yourself dwelling on that creepy drawing you'll be boring company. And I'll be forced to keep on bugging you to have fun." He paused, "Not only that between nearly dying and those creeps in your drawing you need to have some fun." Doctor looked towards the dancing people again and smiled lightly.

"You can't be serious for one minute can you?"

"Oh I can be...but I find serious things funny." He answered, "Come on time for a dancing lesson."

"Oh joy lead the way," Phil giggled and got tugged towards the dance floor. "Oh wow check you out!"

"See!" Doctor joined in with the dancing, "I can dance! I told you so!" He held his hands out to her, Phil rolled her eyes and put her hands in his. Sure he was right, they did still come here with the soul intention of hunting out the oddly ominous things in her drawings. But Phil was still torn in two minds about being here, it just didn't feel right. She never saw really what happened here in her vision, she just obviously saw those strange figures.

"You're looking very thoughtful there Phil." Doctor stated while pulling her close and twirling her around, Phil giggled and shook her head. "It's hard not to!"

"Right," he stopped dancing and looked at her, "Nothing bad is going to happen."

"Uh-huh."

"Wow way to sound confident there," Doctor rolled his eyes, Phil looked at him sheepishly. "Have confidence in me, nothing bad will happen because I am here."

"Alright."

"I honestly didn't think persuading you otherwise would be so simple." He said a little bemused, Phil took a hold of his hands again and dragged him back towards the group of dancing couples.

"Only because it's you." Phil smiled and tried as hard as possible to get rid of the thoughts of what may or may not happen all thanks to her vision. Doctor seemed more than happy with her answer and danced alongside her too.

With all the lively dancing which came with the change of music people clearly wanted to slow things down slightly which made Phil wince. "Nah-huh I do not do slow dancing, it is corny and there's something about it which creeps me out."

"You what?" Doctor said confused and gripped onto Phil's hands so she couldn't escape. Public embarrassment was something she'd just have to conquer right this minute, because he wasn't letting her go. "Creeps you out? How can a type of dance creep you out? You're weird."

"Coming from a childish alien that doesn't mean much."

"I am not childish."

"You kinda are." Phil said thoughtfully while looking up at him. Doctor puffed out his cheeks and looked away from her. "It's cute." He looked down at her, she just smiled slowly and nodded taking to looking at the other people dancing.

"Oh Phil," Doctor sighed and pulled her close, they were more or less hugging while oddly still dancing. "You have such an odd outlook on me."

"Odd is normal to you though."

"Oh...yes you're quite right there!" Doctor grinned and moved his head away from leaning against hers. Looking down at her he smiled, Phil just nodded and smiled back. "Are you having fun Phil?" Doctor asked while leaning his forehead against hers, she just smiled again, "That's good!" He said happily just as the electricity cut out. The room went into darkness, people exclaimed things some even went as far as screaming. Phil just put that down to shock, after all a war had ended and people were still recovering from the side effects of it. Darkness usually meant bombings and air raids, "On the other hand that isn't good." Doctor said pulling her from her thoughts, Phil looked around squinting through the darkness.

Shapes of people could be seen, still standing looking around dumbstruck and confused as to why the lights and music cut out. Phil shuddered and looked up at Doctor, he was looking around frowning but obviously looking for the creepy figures which she had drawn.


	60. Chapter 60

60

"It's fine! Everything and everyone is a-ok!" Doctor said quickly while twirling on the spot and running towards the nearest light switch. Phil along with several other people stood and watched him, everyone else sought refuge in the bar and were seemingly getting drunk.

"Right! Of course it doesn't work," he muttered and walked back down the stairs, Phil bit her nails and nodded at him. "Don't you start freaking out Phil!" He said while putting his hands on her shoulders.

"I can't help it really."

"This is the first time I've seen you even close to freaking out and I have to admit I don't much like it." Doctor put his hands on his hips in thought, Phil nodded and then stood motionless. Doctor noticed this and looked down at her, she opened her mouth to say something but instead nodded towards the door.

Turning he looked at the shrouded figure which could so easily be seen despite the darkness of the room. The figure sniffed the air and made a thoughtful sound, "The catalyst is in here, I can smell her fear."

This just caused Phil to bite harder on her nails and stare at the figure, Doctor looked from the figure to Phil and back again. "Fan out," it said, the voice was distinctly female. Someone went to approach her only to get seized by something and fall to the floor.

The shadows were moving, the darkness in the room was swarming and twirling. Doctor put his hands on Phil's shoulders and pushed her towards the nearest door. A few people slowly followed them, soon pulling the half dazed woman down the corridor he kicked open a door and nudged her in. Encouraging the people who followed them in he shut the door, switching the light on – with help from the screwdriver – he turned around and smiled.

"Well hello small group of people!"

"What's wrong with you?" A man snapped, "To many hits to the head?"

"Well now that you mention it I may have suffered a few hits to my cranium," Doctor mused while removing the hat and throwing it on the floor. Rubbing his head in thought he jumped and looked towards Phil who was pacing to and fro.

"I suggest we sit here and be quiet, maybe dim the lights slightly."

"Who made you in charge?"

"Since I am going to be the one who is going to get you all out of here alive I believe I appointed myself in charge." Doctor walked up to the man he looked at him seriously. "Sit down, be quiet and do not do anything stupid." Aiming the screwdriver at the lights he dimmed them and walked up to Phil. Shrugging off his black suit jacket he draped it over her shoulders, she flinched and looked up at him.

"Oh Phil don't look like that," he said slowly while looking around the room. There was a total of six other people with them, he presumed the ones left in the main room were either still getting drunk, or were otherwise dead. He didn't mention this to her, although he was rather sure Phil had figured that out. Doctor had managed to lead them to what seemed to be the wardrobe department of the theatre. Taking to exploring the room he looked over the different costumes which were hanging up, suddenly grinning he picked up a familiar red hat.

Walking back to stand near Phil he put it on and looked at her, "Seriously Phil! Don't look so distraught."

"I don't look distraught."

"You really do."

"What the heck is that on your head?"

"My dear Phil it is what some people call a hat, and the name of that hat is a fez." Doctor pointed to the hat, "It's cool helps me think! Thinking cap which is a fez how cool! Ok some may disagree with me, actually I know of a few people who'd disagree with me." Doctor said excitedly and then thoughtfully remembering Amy's and River's reaction towards the fez he previously wore. Phil pulled off the yellow and black head dress and shook her head, dropping it to the floor she looked up at him.

"This is the beginning of it all isn't it?" She asked quietly referencing to the Darkness. Doctor stopped playing with the hat on his head and slowly looked down at her. Phil slipped her arms into his jacket and did the buttons up, Doctor thought over her question. He couldn't very well lie to her considering she'd pre-saw this happen. If it was any other person, who wasn't partially psychic and had the slight skill of foresight, he'd lie.

"I'm afraid to say yes." Doctor said seriously, for once he was being serious about things despite most serious things being funny. Those situations were only fun when there wasn't anyone in danger. "I believe it is Phil."

She looked down at the ground and rubbed her eyes with his coat sleeve, "Phil! No no don't cry Phil it's alright." He shook his hands at her, who was he kidding? She'd seen this coming, and she most likely knew something like this was going to happen ever since being attacked back in the attic in London. No matter what he'd say she'd still be scared, reassurance wasn't a strong suit of his.

"Philippa?"

"Uh-huh?" She answered shakily while still looking sadly down at the ground, she took to playing with the sleeves of his coat.

"Do you trust me?"

"Yeah."

"Well in most cases I would usually say you shouldn't, honestly I'm not that trustworthy. But in a case like this I have to say, trust me on one thing." Doctor said seriously she looked up at him teary eyed. "I will get you out of here. We will get out of here along with everyone else and we will tackle this annoying Darkness problem."

Phil gave him a wary smile still evidently in two minds, but when push came to shove, Doctor knew as well as she knew. That her trust and confidence in him would out do the fear of possible mortal danger.


	61. Chapter 61

61

"So!" Doctor exclaimed getting the attention of the other people here. "Here's the deal, outside that door and down the corridor is some very horrible things."

"How do you know?" The man from earlier said, he clearly listened to the Doctor on the sense of sitting quietly and not doing anything stupid. But that didn't mean he wasn't going to butt in and say something stupid.

"Trust me I know."

"You're a lunatic."

"Well actually I'm mad, utterly completely mad. I'm a mad man in a fez deal with it." Doctor said while loosening his tie and giving the man a defiant nod. Phil stayed leaning against the wall still absolutely terrified of the unknown beyond the door, but yet she found herself laughing at the Doctor.

He turned and looked at her, "Sorry," she giggled, "But the truth of those words is to much for me to take!"

"Phil! Good to see you've cheered up," Doctor said happily while clapping his hands together. "Right so yes where was I...mad man in a fez...talking to Phil...lights sit down shut up...running...oh!" Doctor rambled and clicked his fingers. "Yes the dangerous horrible things beyond the door and down the corridor." Everyone looked at him like he was insane, which was rightly so. If Phil didn't know him and was a stranger like one of the other people she was rather sure she'd be giving him the same look.

"So what were those things?" A woman with a thick Chicago accent asked, Doctor looked over at her. "I don't know." He answered truthfully and quickly glanced at Phil hoping that she may have some inside knowledge, shaking her head Doctor sighed. Even she was clueless of what they were despite seeing them in a weird vision filled dream.

"Great!" The man exclaimed, Doctor and Phil and seemingly everyone else was getting slowly annoyed with him. "We're listening to a nut job."

"Mad man in a fez get it right! Seriously...ok would you like the truth or a lie? I can go either way you know." Doctor said seriously while practically glaring at the man. "Those things, those creatures beyond that door will not think twice about killing you. You all witnessed one killing someone already surely you all can't have accepted that simply? You all know there is a chance of you dying." Doctor said seriously, everyone in the room looked even more scared thanks to the truth of his words.

"That is what I call the blatant truth, the lie version is; everything is alright it's just a practical joke but none the less I'm going to pull some amazing heroics and get you all out of here all in time for the evening news and a cup of tea before bed."

"Why do we have to listen to you?" A man wearing glasses asked, he tugged his jacket more around himself and eyed the Doctor suspiciously.

"Because as I've already said if you'd care to listen, I'm going to be the one getting you out of here alive."

"You seem to have a vast knowledge of what's out there."

"No but I've been in many a situation similar to this, and each time I've managed to come out fine." Doctor said casually while waving a hand at him.

"How do we get out of here then?" The woman from earlier asked, at least one of them seemed to be listening to him. Doctor was about to answer but a scratching noise could be heard, it was as if someone or something with long nails was walking down the corridor trailing its nails along the wall. Every now and again scratching at a wall or a door could be heard, to accompany the rather disturbing scratching noises was sniffing, much like a dog would sniff the air.

Most of the people huddled together and hid behind some of the clothes racks, Phil pushed away from the wall and looked determinedly at the door. It seemed like the fear of the Darkness and of those creatures had turned to natural human instinct of determination.

"We can still smell your fear!" The shrouded woman called out in a sing song voice, Phil flinched, the determination flickered slightly and lead to fear again.

Why is being brave so hard?

"Are you in here?" Scratching at a nearby door seemed to echo through the room, the small group of people flinched when the door which was getting scratched at got kicked down.

"Phil I need you to do something for me," Doctor turned to look at her, he was standing looking at the door with her standing a little behind him. She blinked and looked up at him nodding slowly, "If these things are going by sense of smell I need you to stop being scared."

"Oh gee because that's extremely easy!" Phil huffed and crossed her arms, Doctor crossed his arms too and looked at her.

"Get rid of that human stubbornness right this minute!" He said before she could say the obvious words of: "I can't." Phil flinched a little and looked at him hesitantly, "That's a mental block which can easily be over come, Phil can I admit something to you?" He strolled over to her in three easy paces.

"I get scared, when I discovered I was to die I was scared. As such I didn't want to die alone, because that is a natural thing no one wants to die alone." He paused, Phil nodded slowly at him to continue. "Fear is an easy emotion to over come."

"You over come your fear?"

"Yup! As such low and behold I didn't die here I am, happy with your company and living for the moment in a fez. How can this get any better?" Doctor said happily and rubbed his hands together, Phil smiled slowly at him. "Start small, turn the smile into a grin."

The two of them jumped when a door closer to the room got kicked in, Phil's sudden self confidence just dwindled again. The sniffing got louder as the scratching did too, "Humans let off a totally different smell when scared. Usually you all smell the same," the shrouded woman said darkly clearly she was out there with a few of those swirling shadows.

"Hey remember what I said, easy to over come."

"It is for you, not for me! I've never had to over come my fears, I am scared! You've had about twenty of my life times to master getting over your fear. I've got about five minutes." Phil said a little hysterically.

"Are you in here?" Another door got kicked in which caused her to jump and put her hands over her ears. Worse comes to the worse if she couldn't hear what was happening she thought she could conquer the fear thing.


	62. Chapter 62

62

"This is getting boring! Can't you just come out already? Hunting for a human is boring," the woman sung, Phil was still standing with her ears covered.

Doctor uncrossed his arms and looked over his shoulder at the door, pointing the screwdriver at it he locked it although he was rather sure that wouldn't keep them out. Phil was standing glaring towards the door still with her ears covered. Doctor shrugged, he actually for once, had no clue what she was doing but whatever she was doing seemed to delay the scratching noises.

Smiling he gave her a thumbs up, "Keep at it!" He beamed happily his happiness disappeared though when a shadow flickered by underneath the door. "Ooh," he said quietly while looking to Phil who had witnessed it to.

Removing her hands from her ears she shook her head and took a step back, her attempt at conquering her fear was going well. But clearly facing the fear would be another lesson to learn at another time.

"You're in one of these rooms, what's behind door number one?" The woman asked, two rooms away from them a shadowy mass barged the door down. "Nothing." She said unhappily, clearly she was a woman who hated her job. The sniffing started back up again and the room next to them got kicked in. "Come out come out where ever you are little girl!"

"I'm not little." Phil muttered and crossed her arms, Doctor looked at her confused yet smiled. She had a serious height complex as well as a sky complex. "Sure I'm rather short but I am not little."

"You're tiny."

"Am not! I am not tiny I am anything but tiny!"

"Why so? You look rather tiny to me." Doctor jibbed, he was just encouraging her argument. It would prove as a very good distraction. "So small," he sighed heavily, "Small little human."

"Hey! Only cos you're a lanky alien who is knocking a thousand years old you don't need to lord it out over me." Phil poked him on the chest and narrowed her eyes at him, "Shut it."

"I'm not lanky."

"You're a lanky alien in a fez."

"You're a tiny human in a...erm...hmm," Doctor trailed off thoughtfully and then just pointed at her. "Tiny."

"That didn't even make sense!"

"Nor do you!"

"What? I do make sense! I'm making sense right now you're being completely confusing."

"I'm not confusing I understand myself very well not my fault no one else does." Doctor shrugged, Phil looked at him dead panned, shaking her head she crossed her arms and nodded slowly.

"Aha right right I see." She said while jumping when the door opposite to the one they were in got kicked down. All went silent then, Phil and Doctor looked at each other and then at the door.

"Is it safe out there?" She asked while walking up to the door with him and placing her head against the wood to listen for some sort of movement out there. Doctor was doing the same beside her, opening his eyes he looked down at her and grinned.

"Well done Phil!"

"Wah?" She said confused and then just crossed her arms when he took to pinching her cheeks, Doctor still stood grinning childishly.

"You controlled your fear through the art of arguing!"

"You provoked me on purpose?"

"Yup!"

"And you're proud of it?"

"Oh yes!" He said while giggling slightly and patting her cheeks before taking a step back and nodding. "I had to do something, you were bound to totally have a breakdown Phil! That's something I didn't want to witness."

"By the way, in the heat of the fake argument I may have said things I didn't mean."

"Such as?"

"I don't think you lord it out over me or anyone else...except those who deserve it."

"Oh I thought you were going to take back the comment of me being a lanky alien. I am not lanky, I'm just slightly taller than you."

"Nah! You're a lanky alien in a fez accept it Doctor! But you are confusing at times," Phil said while putting her hands in his coats pockets. He smiled and looked down at her, "Can we leave?" A voice asked, the small group of people who were in the room with them looked at them a little startled. They had all witnessed their confusing argument.

"Oh yes! By sounds of it they've moved on so shall we leave?"

"We're running away?"

"Of course we're running away Phil! Didn't I tell you I was cowardly?"

"And I said sometimes running was all that could be done."

"Exactly! Also I do not think now is the time to really confront those weirdos," Doctor pointed to the door and then ushered the small group from behind the clothes racks. "Come along then! Let us all get out of here just in time for the evening news and a cup of tea!"

"I don't like the news."

"But you like tea Phil," Doctor wagged a finger at her, Phil smiled and nodded confirming his words.


	63. Chapter 63

_I__ have well and truly caught up with the amount that i've__ written on my laptop! Woohoo! Semi proud there...although now to cram in as much writing as possible! D_

_Thanks for reviews and the positive feedback about a sequel! :D_

* * *

><p>63<p>

Hesitantly Doctor poked his head around the door, "Coast is clear." He said while walking out of the room and sticking as close to the wall as humanly possible. Phil followed after him while being followed by the small group of people.

"Little mice in a maze came out to play!" Sung a voice, turning the corner at the end of the corridor was the woman from earlier. She wasn't cutting off there get away but her friends most likely were. Doctor ran a hand down his face, this was going to be a running moment and a half.

"Time to go people!" He shouted while taking off running towards the main room where earlier sounds of music could be heard. The further they got down the corridor the more dark it was, this wasn't a good development at all. The lights flickered and every now and again a shadow would move and seem to peel off of the wall and slid to the floor.

"Exit is this way hurry up!" Pushing open the door cool night air flooded into the corridor, Doctor practically pushed everyone out of the building, all individually not taking a liking to this and all nearly fell over from the shove he gave them.

Doctor frowned, turning to look at the group he counted the numbers, "Oh no." Muttering he jumped back through the door. The group seemed to missing a rather annoyed looking black haired woman. "No no...not good, ok we came from this direction," he said while running the way he came.

"Phil!" He cheered and looked at her, she was looking down at the ground, he looked down too. The shadows which peeled off of the walls were tightly wrapped around her legs. "Lets get you out of them huh?" He asked while taking out the screwdriver and pointed it towards the shadows. Phil looked up at him and had to tap him on the shoulders several times to get his attention.

"Ew," he pulled a face at a tendril shadow wrapped around her mouth, when she got caught Phil literally couldn't have shouted out for help even if she wanted too. Pulling her forward and out of the remaining shadows the two of them ran down the corridor towards the door. But nothing was ever simple and the door slammed shut.

While running Phil was clawing at the shadow around her mouth, the power of speech had been taken away from her. Pushing open a door Doctor tugged her in before shutting the door and locking it with the screwdriver.

Pointing the screwdriver at her mouth it didn't take long for the shadow to unwrap and fall to the floor.

"Ew ew ew! That was singly the most disgusting thing to ever happen to me!" Phil exclaimed while sticking out her tongue and trying to look at it. "Is it black?"

"What?"

"My tongue, as soon as they wrapped around my legs I opened my mouth to scream but it wrapped around my mouth." Phil explained referring to the shadows, Doctor took a step forward and looked at her tongue.

"It looks like a normal human tongue."

"That's good," she sighed and shut her mouth, she shuddered though and tried to rid the thought of a shadow clambering down her throat. "So what do we do now?"

"Well the survivors are safely out and if they had any sense they'd have all gone home."

"It's only us here?"

"Us and them."

"Isn't that always the way things pan out?"

"You couldn't be more right," Doctor sighed and then clapped his hands together. "So! Time to get out of here, well as far as I can see the fire escape is now out of order. The front means we'll have to run through the corridor again and dodge and duck away from moving shadows." He paused to catch his breath and for Phil to process what he'd said. "The back exit involves encountering that strange lady."

"I don't like her."

"You and me both there." He gave a shrug and looked around the room, "Oh! An air vent!"

"I'm not climbing through an air vent."

"Was I suggesting that? No I wasn't." Doctor said childishly while looking over his shoulder at her. She rolled her eyes and waited to see where he was going with the air vent thing. "Would you climb through it if a I bribed you?"

"What? No!" Phil said and shook her head, "I am not climbing through an air vent."

"But why? It could be the only thing between you and freedom!"

"Erm, just me? Don't you mean us? And no it isn't! There's doors."

"Doors which are being blocked."

"Where do air vents lead to? They lead to rooms, we're going to be more cornered."

"Hum," Doctor said while indeed humming, "Maybe you have a point."

"You have no clue do you?"

"Well I usually wing things I was until now." He said honestly, Phil ran a hand down her face and looked around, the room they were in was plain. There was a few boxes but that was all, there was nothing here which could help them.


	64. Chapter 64

64

"That's the last of them," Phil said while rubbing her hands together and looking at the door. Doctor stopped playing with the screwdriver and looked over at her. Phil being a typical human, thought of things on a very human level.

She'd barricaded the door with the storage boxes and nearly anything else in the room which wasn't attached to the walls. Doctor waved the screwdriver at her barricade, "That's going to last five minutes."

"Well by then I'll be scrambling through an air vent so I don't think it matters."

"Oh I see now you're going in the air vent?"

"It's the only way out no?"

"Indeed, I'm glad to see you came round to my way of thinking."

"Are you actually up for climbing in an air vent?"

"I've been in worse predicaments."

"Yeah I'm sure, you've said that before you really must tell me how one day."

"Maybe when we get out of here alive I'll enlighten you."

"Please do." Phil smiled and leant against the wall, not long before starting her barricade the scratching had started up again. It didn't bother her so much any more, becoming familiar with it probably wasn't a wise move, but it didn't really matter at the moment.

"I wonder why they're here though." Doctor said thoughtfully, Phil looked over at him, he'd taken to leaning against the wall opposite to hers. "I mean come on...a human travelling with a Time Lord, and that human is connected to the oncoming Darkness, you're not really going to be that hard to find."

"Gee that's so reassuring," she said sarcastically while crossing her arms. Doctor just looked at her and shook his head. "It's the truth though! I'm extremely easy to get in contact with if you know how."

"And you're suggesting they don't know how to contact you and therefore-"

"Are invading your dreams, yes that is exactly what I'm suggesting." Doctor finished her sentence simply. "Clearly they can link to you."

"Which means..." Phil trailed off and taped her head, she clicked her fingers and pointed at him. "They have a psychic?" She said in a serious tone, Doctor swiftly nodded and looked at the screwdriver when it started to light up and buzz slightly. Looking towards the door the two of them listened to the scratching outside of the door.

"Doesn't that mean where ever I go they can find me?"

"Ah..." Doctor said and pushed away from the wall. "They're not mind readers."

"Right, good. That's good...isn't it?"

"Yes that's very good, I don't quite know how you feel about people knowing your thoughts. Heck seeing how you reacted to the Funhouse knowing your thoughts you'll probably be the same with them."

"Whoever they are."

"Fanatics perhaps?" The two of them had taken to speaking extremely quiet as the scratching at their door continued. They both knew that the moving shadows knew they were in there. They were on a roll with deducing everything to shimmy up into the air vent and clamber to safety.

"That's just creepy." Phil said while pulling a face, "Fanatics of Darkness? Sounds slightly Satanic."

"Satanic aliens it's always a first."

"Huh." The room went silent then apart from the scratching, the two of them couldn't quite understand why the door hadn't been barged down yet. Every other door which got scratched at did, so why hadn't theirs?

"Two little tiny mice trapped in a room! Knock knock who's there?" Sung the female, "It's only I, Nihon can I come in?" The strange female called Nihon sung darkly from the other side of the door. "I can still smell you, fearful human girl."

"She has a great sense of smell," Doctor pointed out while Phil slapped him on the arm, "Ow...that's not nice!" He exclaimed quietly, Phil just gave him a look and crossed her arms.

"Knock knock can I come in?" There was a pause, "Why do you not answer? Are you dead? Is that what I smell...death?"

Doctor and Phil looked at each other a little disturbed, Nihon was becoming more and more of a disturbing character. "No," she sniffed, "You're still alive I can hear you breathing." She giggled.

"That's just creepy," Phil said and clenched and unclenched her hands, "This is hopeless, they're going to come in regardless! If they don't get in they'll just hunt us out some other time and in some other place!"

"Since when did you adopt such a defeatist outlook? Get in the air vent," Doctor said while pushing her towards it. Phil shrugged his hands off of her shoulders and shook her head.

"I am not climbing in an air vent!"

"Earlier on you said you would."

"I was joking!" She exclaimed quietly yet hysterically.

"Panic! Panicky human!"

"She's like a dog, she will be able to follow the trail and at the end of the trail will be us again trying to run away from her."

"You're talking about confronting her? Phil can I just say that if you do nothing good can come of this."

"I don't want to confront her."

"You're being very confusing."

"I'm terrified! It's my irrational fear kicking it! It happens you know! When people get scared they ramble incoherently and make little to no sense! That's what I'm doing right now how can you not tell? Do I look like a picture of calmness right this minute? Honestly I think cabin fever has just kicked in for me too-"

"Oh for god's sake Phil would you shut up?" Doctor said in a mock serious tone.

"I can't! Irrational fear isn't allowing me to! I'll keep rambling out of pure fear-"

"Hysteria! You're definitely in there!" Nihon cheered happily and banged on the door, Doctor rolled his eyes this whole moment was just plain strange.

"Ok I think I'm good now."

"Really?"

"I honestly had to get that out of my system." Phil said sheepishly while putting a hand to her chest to feel her fast beating heart. The two of them flinched when the door shattered and from between the boxes waved a arm with black long nails.

"Oh god." Phil muttered and took a step back suddenly terrified again, this just caused the arm to flail around more trying to find more ways to get better access to the room.

Phil who was staring at the arm jumped when the arm removed itself from the hole and a face peeked in. "Hello mice!"

Phil took another step back, the more scared she got the more erratic Nihon and the shadows actions became. "Air vent?"

"You're not climbing into an air vent remember?"

"Out of fear I would definitely climb up there come on please for the sanity of it all let me up there-"

"You said you trusted me right?"

"Y-yeah."

"Then great! I have a plan and it doesn't involve an air vent, because I've just cottoned onto something."

"Plan?"

"Yes because I'm absolutely brilliant!"

"What's the plan?"

"I am glad you asked Phil!"

"What? Why is tha-" Phil got cut off by Doctor cupping her face and easily pressing his lips against hers. Phil just froze in sudden shock, "I don't sense anything! How can humans disappear in a second? This isn't fair! No one mentioned she had a teleporter!" Nihon growled annoyed and moved swiftly away from the door along with the shadows.


	65. Chapter 65

65

"Hey! There you two...are...oops," the Chicago woman said and then backed away from the door. She put a hand to her mouth and nodded slowly, "Sorry you two! Didn't mean to interrupt."

"What are you doing still hanging around here?" Doctor asked once he finally pulled away from Phil and stuck his head out of the hole Nihon made. The woman looked at him and shook her head, "I am not one for commenting on when and where to kiss but you two certainly choose a moment."

"That's not the answer I was aiming for but thanks."

"The others are searching the other rooms and two are on guard."

"You came back to find us?"

"You said you'd get us out alive, it's only fair we made sure you got out alive too."

"Oh I like you!" Doctor beamed, the woman laughed and shook her head, ducking back into the room Doctor looked to Phil who was darkly looking over at him. "Hi." He waved, "Why are you glaring at me? I don't like it! Please stop, or at least can you glare at me while removing your barricade?" Doctor asked while she walked up to him and pushed everything to one side. Most of the boxes used on the barricade were half empty and were rather light to move.

Once the door was clear the two of them exited, "So who are you two?"

"I'm the Doctor and this is Phil."

"Hello there," Phil said while faking a smile, Doctor had to give her credit her acting skills were rather impressive.

"Susie," she held out a hand and the two of them took turns in shaking it, "We should leave in case those things return."

"Indeed I totally agree with you Susie," Doctor said while quickly walking down the corridor back towards the fire escape door they'd earlier used. Phil trudged behind him with her arms crossed, once back outside she sighed heavily and ran a hand through her curly short hair.

"You should all scamper off home, I'm rather sure the emergency services will be arriving soon!" Doctor said while waving his hands at the small group of people to leave. After a few seconds they did start drifting away and quickly ran in different directions. Some headed towards the subway and some flagged down taxis.

Doctor turned and smiled at Phil who in turn hit the hat off of his head and turned to walk away. "No!" Doctor exclaimed dramatically and picked the fez back up and ran after her. As soon as he was walking beside her he'd suffered another random attack and got hit on the arm.

"Ow! Seriously what is wrong with you? That hurt, this is domestic violence Phil I hope you realize."

"You," Phil stopped walking and turned to face him with a serious expression. "Never, and I mean never kiss me as a distraction again." She said deadly seriously, her seriousness was rather scary itself. Doctor nodded slowly and took a step back from her, "But you asked what my plan was-"

"And your plan was to kiss me to shut me up? Ok fine...just never do it again." Phil looked over her shoulder at him and then back at the street ahead.

Scratching his head in thought Doctor was seriously trying to figure out what was wrong. "Uh-oh," he said sudden realization kicking in. "I'm sorry Phil!"

"Pfft," she waved over her shoulder at him and practically ran towards the TARDIS when she was suddenly in site. No sooner did he open the door did she run in and up the stairs, Doctor stood for a moment and flinched when her bedroom door slammed shut with an echoing thud.

Walking up to the console Doctor leaned against it and looked over the dials thoughtfully, "I'm an idiot." In retort the TARDIS made a noise which he took as confirmation of his words. "You're not meant to agree with me! You're meant to tell me otherwise." He pouted and crossed his arms, uncrossing them and taking the tie off he stood playing with it before turning and walking up the stairs. 

It was quiet on the TARDIS and the Doctor was unhappily walking around, the place seemed so much lonelier when it was silent. Sure there was the TARDIS herself as company but that was a little different than actual human contact. Pulling on his tweed jacket he stopped outside of Phil's door and knocked.

"Hello." Came the muffled reply from the room, "Come on in." Doctor turned the door handle and peeked in. Phil was sitting at her desk with odd looking magnifying goggles on, on her desk was pieces of a watch. She had changed out of the dress she was earlier wearing and was now comfortably back in her own clothes of a hooded jumper and black, rather wholly, jeans.

"What are you doing?"

"I'm...modifying." She said thoughtfully while he walked in and sat down on her bed, she was swinging her legs and seemingly content in picking pieces of a watch up with tweezers.

"How?"

"My grandfather worked with clocks and watches, I may have learned a few things." She said while looking over her shoulder at him, "What are you doing?"

"I'm bored."

"Of course you are," Phil turned back to look at the inner workings of the watch on her desk.

"Where did you get the goggles from?"

"Oh! Well when I was exploring I found them. I thought they were rather cool and stashed them in here." Phil said while flipping one of the smaller magnifying lenses down. "We didn't have a teleporter."

"Nopes we did not!"

"So...how'd we manage to disappear off of Nihon's radar?"

"Glad you asked!" Doctor said happily, Phil looked over her shoulder at him, "I can't take you seriously with those on. Are you glaring? Or do you suddenly look bored?"

"I'm looking."

"Looking is like staring? You're staring at me?"

"It's polite to look at someone when they're talking to you." Phil said while pulling the goggles off from over her eyes and turning in her chair to look at him.

"Right, yes...anyway," Doctor rubbed his hands together and pointed a finger at her. "You were freaking out, Nihon is blind and the only way to get her to leave you and me alone was to...well..." Doctor trailed off and didn't really want to bring back Phil's livid reaction towards being kissed.

"She's blind?"

"Yup! Her eyes are completely black blind as a bat."

"Bats have good vision."

"Don't ruin the figure of speech!"

"Pfft," Phil rolled her eyes and crossed her arms, "I still don't get it."

"Well when I...you know..." he said again, Phil looked at him dead panned, running a hand down her face she just peeked through her fingers. "Kissed me. It's not that hard to say."

"Well it is considering the way you acted!" Doctor pouted childishly, Phil lowered her hand and looked at him. "You know when you spontaneously kiss people they'd usually fight back. You could have got a right kicking."

"You'd kick me if you weren't in such a state of shock?"

Phil muttered something and looked up at the ceiling, "Yes I would have kicked you."

"Well that's not very nice of you."

"And it's not particularly very nice of you to spontaneously kiss me, but hey who cares? Just keep in mind, the next time you do...as a diversion of a plan or whatever, I will kick you...hard." Phil turned back around and went to pull the goggles back down. Picking up the tweezers she waved them over the different cogs before finding the one she needed.

Doctor sat in thought for a moment before patting his knees and standing up, walking over he stood near her desk. He frowned slightly at the watch device which he instantly recognized as the ones the Resistance and Core members wore he looked down at her.

"Does that mean then," he said while getting her attention, him talking caused her to lose her concentration and drop a piece. "Whenever I want to," Doctor said she looked up at him and raised an eyebrow at the quick kissy face expression he pulled. "I'd get kicked?"

Phil waved the tweezers at him and then looked to the two dismantled watches. One was hers the other was one she'd got from when she helped Naramiel escape. "I don't know," Phil answered simply while picking up a gear and looking it over. "I still don't get it." Phil dropped the tweezers on the table and pulled the goggles back up, rubbing her eyes she looked up at him. "Kissing someone cannot throw a blind person off. From loosing a sense the others become well developed."

"You stopped breathing."

"...Oh..." Phil said slowly while scratching her neck in thought, Doctor watched as she was trying to remember the whole occasion. It was slightly amusing to watch although he knew that if he did laugh he'd suffer some sort of reaction from her.


	66. Chapter 66

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"So! Modifying a watch? Why?" Doctor asked changing the subject and sitting on the edge of her desk. Phil shrugged, "You don't know?"

"I'm bored."

"Of course you are." He nodded swiftly and crossed his arms, looking down at her he pointed to the watch. "You're a liar."

"What?"

"You're such a liar! I know what you're doing with that watch surely you do too!" Doctor said while nearly pushing her off of her chair to get a look at her handy work. Phil recovered slightly and sat up as best she could considering Doctor was sitting on the arm of the chair.

"You removed the small fuse which held Naramiel's power, and by doing so you've replaced it with..." Doctor trailed off to pull up another little fuse and look over it. "Another fuse, which oddly looks like a fuse from a plug."

"It stopped working anyway, as soon as we left Naramiel's power short fused and the watch shut down."

"This isn't just a watch."

"Oh."

"It's a teleporter, can I ask you something?"

"You will anyway." Phil rolled her eyes and sat back in the chair, Doctor looked over his shoulder at her. "Do not use it."

"Huh?"

"Do not, you humans and teleporting! Can't you just use public transport or something? Do you know the affect these things have on the world? Heck I may even go as far as saying the whole universe!"

"No."

"Of course you don't silly Phil! Each time you use one, it tears the fabric of reality a little more, logically you're creating small black holes. The more you use it the more will pop up." Doctor explained. "Do not use it, nothing good comes from teleporting."

"Right thanks for that." Phil said while picking up the other fuse, Doctor frowned and sighed heavily. "You're not listening to me! For once you're not listening to me...you rebel you."

"Look," Phil stood up and walked towards a small stack of books. Rummaging in the stack she pulled out a sketchbook and walked up to him. Doctor jumped up from the chair arm and walked up to her. Taking the book from her outstretched hand he looked over the drawing and then looked back up at her.

"You're trying to create a damper?" Doctor said a little shocked that Phil had even had this trail of thought. He didn't have this trail of thought so it was very shocking that she did.

"Yup."

"But...how?"

"Hey now, if I have a Trion as a best friend who can knock up anything from nothing then so can I!"

"But you're human." Doctor pointed out a hiding the small fact of jealously that she didn't class him as a friend. He put this down to human spite, or just her being awkward.

"A human with psychic skills."

"Ok...when did you link with Nicky boy?"

"I've always had a link with Nick, after all he is my best friend," Phil smiled slowly and took the sketchbook back from him. "But it's not working."

"You know I'm rather good at making things." Doctor pointed out, Phil looked at him and crossed her arms. "I'm also rather good at helping friends out."

"I see where this is going," Phil threw the sketchbook onto her bed and looked at him seriously. "You're not my friend."

Doctor looked at her hurt, a huge pang kicked in for him and he looked away from her. "Ah! No no I didn't mean it like that!" Phil exclaimed and got his attention again. "You're very silly."

"You're being confusing."

Phil sighed and looked up at the ceiling, "I like you to much to class you as a friend." Phil said quietly yet he heard her anyway. "Why else would I act the way I did huh? There's nothing worse than being kissed by the one person you like...a lot." Phil ran a hand through her hair, "I didn't agree with that plan." She waved a finger at him, "You already figured that out."

Doctor stood in silence processing her words, suddenly a grin appeared on his face. "Someone loves me!"

"Oh good grief," Phil rolled her eyes and let out a heavy sigh. "You're so egotistical at times you know?"

"Oh shut up Phil," Doctor nudged her by the shoulder and looked at her seriously. "I am sorry for that though Phil."

"Meh."

"Can I try something?"

"You most likely will anyway, you ask to be able to do something or to ask something and you go ahead anyway." Phil shrugged, Doctor nodded slowly and just gave her a look which caused her to be quiet.

"Stop picking holes Phil!" Doctor said while wagging a finger at her. "Will I get kicked?"

"I don't know."

Doctor nodded, and took a step forward with the outlook of: "One way to find out." 

It was a foggy morning in Cardiff, Wales, a child of eight sat up bolt right in his bed staring at the moving shadow on the wall.

"I can see them, why can't anyone else see them? They bully me for it..." The child trailed off and reached to his bedside table without taking his eyes off of the shadow. Picking up a camera which he'd stolen from his father he snapped a photo, looking down at the screen quickly he looked at the figure in the photo and then back to the wall.

Come an hour later Marco got woken up by his mother to get ready for school, school wasn't a nice thing for the young boy. If anything it was hell, Marco had trouble sleeping and always has done thanks to the shadows in his room.

His parents worry about him but think it's just an over active imagination, teachers yell at him when he falls asleep in class. His friends make fun of him saying he's scared of the dark. "Am not," Marco muttered while packing his bag quickly. Soon eating breakfast and tying up his shoes, he rushed around to get ready and then was off out of the door.

He had to walk to school, his father works early in the morning and his mother, being a nurse, usually had to sleep in the day. It was a rather lonely life for Marco, "But that's just not true!" Hearing a man exclaiming he stopped walking and looked around. He couldn't see the owner of the voice which made it all the more creepy for him.

"Fog! This is why I hate this time of year! Fog...it's horrible it's creepy...fog."

"I like it."

"You would you're weird."

"Look who's talking." A woman said while appearing around the corner, Marco jumped which caused her to jump. The two literally collided, "Phil! Stop trying to knock children down!"

"He walked into me."

"Did not!" Marco exclaimed, the black curly haired woman leant down to his level and frowned.

"You're scaring him!" The woman pulled a face when she was pulled back by the collar of her military jacket. "Hello!"

Marco jumped at the tall man in front of him, the woman laughed dryly and looked at him, "Yeah look who's scaring him now?"

"Not a time for your sarcasm."

"Pfft...I thought it was brill timing." She shrugged and leant back to his level, "Off to school?"

"I'm not meant to talk to strangers."

"Hey! That's good advice very good true advice, I'm the Doctor, there we go I'm not a stranger any more!"

"But he is strange, I'm Phil." She smiled and earned a hit on the shoulder by the man. "Ow...what's wrong with you?"

"You're no stranger than me."

"You have two hearts, on the scale of things you're on a much stranger level than myself."

"Huh," Doctor mused, "You have a point."

"I think we're scaring him," Phil looked back at Marco, "Shouldn't you be going to school? You're going to be late."

"I don't care! I don't even wanna go."

"Oh kid I have shared your pain, primary school is a drag and patronizing, secondary school is just plain annoying. Wait till college and university pop up in your life!"

"Oh Phil check you out!"

"It's easy talking to children of the same species."

"You get along great with other species!"

"Yeah cos that sounds so perfectly normal." Phil rolled her eyes and looked at him. "You hate school? Every child does, what's up? New teacher? Spontaneous test?"

"I'm being bullied." Marco confessed, Phil's happy expression was replaced by a sad one.

"I'm sorry to hear that. What's your name?"

"Marco."

"Wicked cool name," Phil grinned, Doctor stood cross armed beside her trying to figure out what was so cool with a name.


	67. Chapter 67

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"Thanks for this," the young boy smiled at the strawberry milkshake in front of him. Phil yet again dragged the Doctor to a small café to get something to eat. He stared at the young boy and crossed his arms, he didn't know why he had to come along too.

"Isn't skipping school a bad thing?"

Marco nearly spat out his drink and looked up at him, "Uh-huh."

"Then why are you?"

"Erm...hello? He said he was being bullied." Phil said while looking at him like he was stupid. "Have you ever been bullied?"

"Have you?"

"Yes or else I wouldn't know how he feels," Phil turned to look at Marco. "Who's bullying you?"

"My friends."

"Ouch." Phil pulled a face and drunk some of her coffee, "You really should still go to school though. They'll contact your parents if you don't turn up."

"My parents are busy. They'll most likely miss the call."

"Ah," she nodded slowly and eyed up the random people milling around the café. It was a cosy little café which warmed them up from the cold foggy morning.

"Did you get in trouble with your parents when you skipped school?" Marco asked, Phil nearly spat out her coffee which caused Doctor, who had been sitting reading a newspaper he got from a nearby table, to hit her on the back.

"Thank you."

"You're very welcome," he smiled and folded the paper up and looked at Marco. "So you're a little kid skipping school because you're getting bullied? Your parents are busy at work most of the time and you spend most of your time on your own. That's a very lonely life to live so early Marco, but there's something else bothering you because you keep looking to the walls." Doctor rambled out quickly, Marco looked confused and Phil just sat there eating the piece of cake she'd ordered with her coffee.

"What's wrong with the walls?"

"Chocolate." Phil muttered happily, on the TARDIS and travelling around she'd missed the little things, the little things right now was chocolate cake. Doctor looked at her stupidly, "Sorry...did I just ruin a moment?"

"You did! You and your chocolate cake," Doctor said disapprovingly yet pinched a bit of her cake none the less. "Damn you chocolate cake." He pointed a finger at the treat and then looked back to Marco who was watching them weirdly.

"Walls? Most people are scared of mirrors."

"I'm not scared of walls!" Marco exclaimed and crossed his arms, his little outburst caused people to look at them. Phil and Doctor looked at each other and then at him, "You're scared of something though judging by your reaction."

Marco ignored Doctor and rummaged in his bag, pulling out random books he put them on the table. Phil reached out and looked through his literacy book, she loved English when she was at school. English and History were the two subjects she was best at, she struggled with Maths because of her numeric dyslexia.

Eventually Marco pulled out a camera, the two of them looked at it and then watched as the young boy turned it on and looked seriously at the screen. Putting the book down Phil reached out and took the camera when Marco waved it at her.

"Oh."

"What is it?" He asked slightly scared sounding, Phil bit her lip and looked at the photo, Doctor leaned over in his chair to look at it too.

"Can I have a look at that please?" He asked while easily taking it from Phil's grasp she sat trying to mentally process something as he took to looking over the photo. "Where did you see this?"

"It's in my room."

Phil jumped and looked at him, "It's in your room?"

"Yeah...?" Marco answered scared, Doctor put a hand on Phil's shoulder to try and calm her down. Sitting back she looked over the photo and shuddered, "It's one and the same...why's it here?" She asked while looking up at him.

Doctor gave a shrug and put the camera in front of the brown haired boy in front of him. Marco took the camera and put it back in his bag, he then proceeded to put all his books back in too. Doctor watched him seriously and looked at Phil, "He can't be."

"Why not?"

"Oh come on...isn't this a little to ironic?" Phil said quietly while picking up her coffee cup. "What are the chances of us randomly coming to Cardiff and us to literally bump into a little psychic boy?"

"Psychic? You mean like seeing dead people?"

"I don't see dead people and I'm psychic." Phil answered simply while lowering her cup and looking at him. "Two targets? Or innocent bystander?" She slid her green eyes over to look at Doctor. He turned away from the window and smiled, "Whatever the reason young Marco here needs to get to school!"

"But-"

"No no no don't throw your buts at me," Doctor stood up and pulled Phil with him, Marco looked around and then followed after the two of them quickly when they walked out of the café.


	68. Chapter 68

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"I think he's an innocent bystander," Doctor said once they'd walked the young boy to school. Turning to walk off quickly he turned around and looked at Phil who was staring up at the building. "It could be that he's just sensitive to psychic energy and he can see them."

"Why are they in Cardiff?"

"I believe they're everywhere. We've been to busy and away from Earth."

"Huh..."

"What is it?"

"No no nothing," Phil shook her head and walked away from the building, Doctor looked at her unamused.

"You're such a bad liar!"

"Well...I don't think I've been completely truthful." Phil said while putting her hands in her pockets, Doctor looked at her seriously. "The American thing wasn't the first vision I've had away from London."

"I know." Doctor said simply while looking up at the street in front of them, Phil opened her mouth to say something but just shook her head. "How did you know?"

"When you were possessed by the Funhouse...it said some things, some very interesting things."

"Like?"

"It said your future is dead set and that you'd not told me anything." He answered while looking at her, "What is it you're not telling me?"

"Well gee I was getting to that if you didn't interrupt me," Phil rolled her eyes and sighed heavily.

"You don't need to keep your visions a secret you know." Doctor said while giving her a reassuring smile to show he wasn't the least bit bothered that she'd kept things from him.

Phil smiled and linked her arm with his, "Well," she started to say as they stopped to cross the road. "Sure the shadows are on Earth."

"Is that for definite?"

"Yeah...but, they aren't the oncoming Darkness."

"How do you know?"

"Think of them as drones...they're foot soldiers if you please. Or! The pawns in chess."

"All in all they're sacrificial lambs?"

"Yeah...but the Darkness doesn't take place on Earth." Phil narrowed her eyes and looked up at the grey sky. "That's all I know." She gave a shrug and looked up at him, Doctor was walking with a thoughtful look on his face.

"Thank you for that information Phil."

"Is it of any help though?"

"Partially yes, partially no."

"I'm sorry."

"Phil it isn't your fault you couldn't see more! But at least you know something!" Doctor smiled and nudged her, she nodded and smiled slowly. "When did you have this vision?"

"When I was still in London," Phil answered a little embarrassed by the belated telling, Doctor double took and looked at her wide eyed.

"A little late than never there Phil."

"Heh yeah I know! I didn't want to tell because I thought you were a complete weirdo who'd just ignore me."

"You're such a bad sense of character."

"Can you blame me? I was being used for food." Phil rolled her eyes and looked towards the people in the shop windows preparing there Christmas displays. 

Walking out of the school gates Marco's expression went from sullen to happy, Phil stood holding a plastic bag and waved at him when he approached her. "Hello Marco! How did school go?"

"Not so good...I got detention next week for being late and missing two lessons."

"That's harsh, why has schools got so harsh?" Phil sighed unhappily and shook her head, perking up she waved the bag at him. "Hungry? I'm starving...I need to recharge my brain cells."

"What have you done with your day?" Marco asked casually, it was weird from only knowing her for about two hours Marco felt perfectly normal talking to her like this. Maybe because she seemed to understand his problem.

"Doctor and I have been trying to figure out the shadow problem," she answered truthfully while walking down the street, Marco readjusted his bag and nodded. "Is that heavy?" Phil pointed to his bag, Marco nodded slowly, "Wanna trade?" She held the plastic bag out to him, Marco took off his bag and gave it to her, whereas she handed him the plastic bag.

"You're going to help me?"

"Yup!"

"Where are you from Phil?"

"Cornwall originally, but i lived in London, you're from right here in Cardiff right? Can you speak Welsh?" She asked with a smile while turning the corner and walking towards a blue police box.

"No...my father can though! It's compulsory to learn in school...but I don't pay attention."

"I got forced in school to learn French, I failed and much like you didn't pay attention." Phil paused and knocked on the door. "I think forced education is the worse."

The door opened and Doctor peeked out with a grin, "Phil! Hello again Marco how nice of you to join us!"


	69. Chapter 69

_I blame the clothes thing because of Doctor Who being on Children In Need last week ^3^  
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_It was adorable as it was funny! xD_

_Thank you for the messages and fav'ing and whatnot!_

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><p>69<p>

Marco took a step back and looked at the police box, "I've never seen a police box."

"That's because it's much before your time." Doctor pointed a finger at him and stepped out and closed the door behind him.

"What is it?" Marco asked suddenly all full of questions, Doctor looked at him wide eyed before looking at Phil who found the moment funny and was trying not to laugh.

"Yeah Doctor what is it?"

"Shut up you-"

"Are you actually a doctor?" Marco cut him off and looked up at him with wide question filled eyes. Doctor ran a hand down his face and pointed a finger at Phil, "You shush, you," he pointed at Marco. "Yes I'm a doctor, what is it? It's my...wardrobe."

Phil coughed out a laugh and put her hands over her face, Marco raised an eyebrow and put a hand under his chin. "Wardrobe? Didn't you have any better clothes?"

"Oh I can't take this anymore!" Phil laughed and walked away.

"Hey! Hey come back here Philippa!" Doctor exclaimed and went to walk after her only for Marco to look up at him with big brown eyes. Phil walked back now recovered from her laughing fit.

"What's wrong with my clothes? I could say the same about you, haven't you got any better clothes?"

"This is my school uniform." Marco pointed out bluntly while looking down at his blazer and shirt. Phil crossed her arms and looked between the two, it was amazing to witness a childish minded alien argue playfully with a eight year old human child.

Marco looked up at him stupidly, "You look silly."

"He is silly," Phil whispered down at him and earned a half arsed glare from Doctor.

"I do not look silly! In fact I look cool, ok I have to say many people haven't said that. If anything they've never used the word cool and me together in the same sentence. But my clothes are special."

"That's the first I've heard...special clothes..." Phil trailed off and looked over his clothes confused, Marco was doing the same. "How?" The young boy asked, one of them was bound to and it was him.

"I'm glad you asked! Well not really because this is getting so off topic I asked Phil to bring you here for another important matter, not a matter about clothes!" Doctor rambled and waved a hand at himself. "My clothes are special because they belong to me. Infinity tweed jacket, says exactly what its name is. Although if it gets damaged it is rendered useless. My shirt," Doctor pointed to the white shirt. "Is a normal shirt."

"That's anticlimax isn't it from infinity tweed coats?" Phil jibbed in, he gave her an unamused look and continued. "My bow tie, bow ties are cool I am cool therefore I think we belong together."

"What about your trousers? And braces? What about your shoes...? Socks?" Marco said, his child like mind just running in overdrive. Doctor puffed out his cheeks and looked down at him, "Bow ties aren't cool."

"I am hurt," Doctor said dramatically, "Every other piece of clothing is normal."

"So your coat is the only special thing you wear?" Phil asked simply.

"Yes."

"Well you said your clothes were special yet the only special thing you're wearing is your coat." Marco pointed out while looking up at him. Doctor looked between the two and waved his arms in the air.

"I cannot believe I'm being double teamed by two humans!"

"You're not human?"

"Oops." Doctor put a hand over his mouth and looked at Marco who looked a little scared. Crouching down to his level Doctor looked at him, "Marco can you keep a secret?"

"Uh-huh."

"I'm an alien."

"For real?" He asked excitedly, Doctor looked slowly at Phil who was trying not to laugh again, looking back to the boy he nodded. "That's so cool! You're right you are cool!"

"Hear that huh?" Doctor exclaimed and pointed at Phil, "I am cool." He flicked her nose and turned back to Marco. "Now back to the topic at hand, Marco how long have the shadows been in your room?"


	70. Chapter 70

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"Actually! Don't answer I think this is a question best answered inside, please come into my wardrobe." Doctor pushed open the door and let Phil walk in while still carrying Marco's bag, Marco walked in with the plastic bag of food.

His eyes instantly widened and looked around, "This place is so cool!" Marco exclaimed and took to running around the place. Doctor shut the door and frowned, "Where'd you go?" He asked, Phil popped her head around the corner up the stairs, and Marco appeared from the bottom level where all the leads were.

"What are you doing down there? And what are you doing up there?" Doctor asked confused, he wasn't used to a little kid running around his TARDIS and he wasn't used to Phil disappearing in the TARDIS. Marco ran up the stairs and around the console, it was rather amusing to watch at how easily amused he was.

"So this is like your alien spaceship?" Marco asked while Phil took the plastic bag from his grasp. Doctor looked around and nodded, "Yup she is."

"It's a she?"

"Uh-huh got a problem with that huh?"

"Word of advice," Phil taped Marco on the shoulder, "Don't insult her...he's very defensive about her."

"Am not! I just-"

"Shh," Phil wave a hand at him and turned to Marco. "Are you hungry?"

"I really shouldn't eat here...I won't eat my dinner at home and my mum will shout at me." Marco said while playing with his sleeve. "In general I shouldn't be here."

"Can we help you quickly Marco?" Doctor asked while shrugging off his jacket and draping it on the railing behind him. "It won't take long honestly."

The young boy looked at him suspiciously and then looked at Phil, she smiled and nodded. "He sticks to his word! Trust him," Phil said while putting her hands on his shoulders and pushing him towards the console. Marco looked over everything on it and then flinched when there was a flashing green light in his eyes.

Doctor quickly scanned Marco and nodded at Phil to let him go, "You're not psychic." He said and then looked at Marco. "Maybe your home is just in a hotspot?"

"What a hotspot for shadows to move?" Marco asked, Phil rolled her eyes and led him towards the door. Giving the boy his school bag she shook her head, "The shadows are harmless, if you just ignore them they'll ignore you. If you touch one they'll react and fight back, whatever you do Marco do not touch them." Phil said seriously, Doctor nodded happy with her advice. "If they get worse," Phil paused and rummaged in her pocket, pulling out her phone she turned Marco around, she pulled a piece of paper out of one of his books and a pen from his pencil case.

"If for whatever reason they get worse, like...they appear more frequently, they change shape or they try and interact with you. Call this number," Phil handed him the paper with her mobile number on. "I will personally answer and we will personally come and get rid of them...somehow." Phil smiled confidently, Marco smiled and pocketed her number.

"Marco?" Doctor said from the console, "You mustn't tell anyone about this or us. And one more thing, stop skipping school." 

"I always skipped school when I was young," Phil said while the two of them walked down a street. She looked up at the hovering cars above her, finally she saw hover cars for some weird reason this really amused her.

"Tut tut tut." Doctor wagged a finger at her, she shrugged and pushed some of her hair out of her face. "Can you blame me? Education was the least of my troubles."

Doctor nodded understanding what she was getting at, the two of them continued to walk down the futuristic street, they were both bored and just happened to stumble across this planet, and this city. There was nothing wrong, for once, everything was perfectly normal, everyone was busying themselves around happily content.

"He was a rather cute kid actually," Phil chuckled slightly at Marco's behaviour, he reminded her much of her brother. This made her pull a face and wince slightly, "You know there's precisely two of each person in the world?" Doctor said as if reading her mind, Phil blinked and looked up at him. "We all have doubles."

"Do you?"

"I did and then it died."

"Oh...that's a shame, but wouldn't two of you create a paradox or something?"

"What do you know of paradoxes huh?" Doctor smiled and poked her on the shoulder, Phil smiled lightly and shook her head. Zipping up her military jacket she shrugged, "I don't."

"Thought as much."

"What I have learned I've learned from sci-fi programs and films."

"That's all fictional. Although by me saying that they are based on truths, whether or not the people knew that at the time is a mystery."

"You saying there was a ship called the Enterprise?" Phil questioned immediately thinking of Star Trek, Doctor rolled his eyes, "I'm sure there's been a ships called the Enterprise."

"Spaceships?"

"I don't know do I?"

"But you're meant to know everything!"

"Whereas I am a fountain of knowledge, thank you for pointing that out yet again Phil. I don't know everything and I believe I have told you that on more than one occasion." Doctor nodded and looked around the busying city street. It was rather peaceful here despite all the noise, it really made a change for him, and for Phil, to visit somewhere and not immediately come face to face with some sort of trouble.


	71. Chapter 71

_Sorry for belated writing! As i said in the Amaimon story work killed my mentality (out of sheer boredom) and its taken me a while to get my mentality back!_

_I've been feeling a little off too (more mentally off no no not cos of mentality going) so if this chapter is a little...erm...downhill? I am sorry! T_T _

_Also! It tis nearing the end, although i've wrote up to chapter 80 on my laptop so the end is nearing but not TO near xD_

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Sitting on the stairs Doctor waved the screwdriver over the watch in his hands. He'd manage to persuade Phil into letting him finish making the damper for her. He knew full well that by making this she thought she could prolong the Darkness problem. The only problem with her thought was that she was meddling in a fixed point in time, and those usually – very rarely – can be changed.

Doctor wound the watch up and smiled lightly when it started ticking, he knew full well about fixed points in time to well. But he didn't have the heart to tell her that her plan was failing even before it began. He'd rather let her believe a damper would help mask her psychic energy and that Nihon or people similar to her wouldn't find her because of its sudden creation.

Standing up and pocketing the watch he walked up the stairs to the console, "I think I'll keep a hold of you." He said quietly while patting his jacket pocket where the watch humbly sat ticking away.

Marco's shadow problem was the third thing involving the Darkness that the two of them had encountered in the space of a day. Sure the first encounter in the attic was rather minimum, and the second encounter in America was more than dramatic. Marco's shadows seemed so trivial, out of the three moments the American one was the more drastic.

Counting on his fingers Doctor was trying to weigh up the likelihood off the next place they go being dangerous. Frowning Doctor remembered the Cybermen in Cornwall, they were gone but the words they spoke were still ringing in his head slightly.

Nearly everywhere they'd visited something involving the Darkness had cropped up, even the Spheretors which couldn't speak had sensed it and saw it through Phil's contact.

It just made him think more, a complete strange alien race in the form of a music box knew of her future, even the Funhouse did. Yet he didn't, did he actually want to know? Would it better prepare him for whatever was to come?

Shaking his head Doctor looked up at the cylinder of light in front of him, "This is quite a predicament girl," he said slowly while tapping on one of the keys. He already knew now, mainly after the experience in America. That Phil staying was slowly coming to an end considering she was a main target.

Yet would putting her back on Earth save her, or ultimately endanger the world itself?

Returning to his earlier thought, while running his hands through his hair, Phil already admitted to not knowing anything really, so even if he did ask her he wouldn't find anything out.

Unless she was lying.

"Oh seriously," running a hand down his face he leaned against the railing behind him and shut his eyes. Letting out a tired sigh he looked at the console, Phil wouldn't lie – least of all to him. She was to obedient to lie. Standing back up straight he set coordinates in and held on as the TARDIS kicked into life. 

"Morning!" Phil skipped down the stairs and around the console, Doctor looked up at her and slowly smiled. Hesitantly nodded she looked at him seriously, "What's wrong?"

"I've been thinking."

"Oh dear, you shouldn't do to much of that," Phil nodded and looked up at him with a smile. "You could hurt yourself." She chuckled slightly and then frowned, Doctor was one for randomly joining in with laughter and also proving her words otherwise. Him standing there silently just caused her to look a little troubled at him.

"Ok...not a time for jokes, what's wrong?"

"Well as I was saying," he clapped his hands together and walked around the console to stand next to her where she was leaning against the railing. "Before you interrupted with your oh so wise words," he said sarcastically while grinning slowly at her. "You need to go home."

"Home as in London? Or home as in Cornwall?"

"Cornwall," Doctor nodded and avoided looking at her, instead he took to looking around the TARDIS, he was trying to find anything to distract himself from having to take her home. "Your cousin asked me to take you back if you were put in a position of danger, life threatening danger. You have been, and I should have taken you back after the thing in America but I was to selfish to because I liked the company."

"Ah yes," Phil said slowly with a nod. "The Doctor always needs someone."

He nodded slowly and took to looking at the floor, "Also Nicky boy is there for a future reason."

"My future reason?"

"I believe so," he finally looked up at her, she looked at him a little teary eyed but wasn't as upset as he was expecting. But then considering what she'd been through in her life Phil had probably grown a huge resolve against sad things. "I am sorry Phil."

"Pfft," she laughed while waving a hand at him and using the other hand to wipe her eyes. "It's not your fault! What has to happen, has to happen."

"That's very tolerant of you." Doctor pointed out while Phil pushed away from the railing and nodded slowly.

"When do we leave and arrive?"

"We're already here."

"Oh," this seemed to spark a reaction in Phil, she sniffed and wiped her eyes again. "So soon?"

"I am sorry Phil, but you have to go."

"What will you do?" She asked while jumping down the steps to the front door. Doctor followed after her and pointed back to the stairs. "What about your stuff?"

"I don't need it."

"But...oh I see," Doctor smiled and crossed his arms, Phil nodded slowly confirming his thought of "I will be back."

"What will I do?" Doctor repeated her question and thought it over before opening the door. "Travel some more, pull more awesome heroics! You know me I can't help but not meddle!"

Phil looked around the small town street and crossed her arms, they were on the outskirts of the town where her aunt lived. "What about you Phil?"

"Erm...stay here for a while, go back to London and graduate. Then I think I'll come back down here." Phil nodded slowly trying to believe in her own words, "Then maybe count down.."

"Don't you think like that," Doctor poked her on the shoulder, Phil turned and looked up at him, "Don't look at me like that! Idiocy with one look is a bad trait of yours."

"A bad trait which you got used to."

"Indeed," Doctor smiled slowly and nodded behind her, Phil turned and watched Nick walk towards them with his hands in his black jean pockets. He stopped a few paces away and sighed, "Well hello you two fancy seeing you here so soon!"

"Hi Nick," Phil waved, he gave her a grin but shook his head sadly.

"You'll be alright," Doctor said quietly to her, Phil bit her lip trying to believe his words. "Don't look like that! Of course you'll be alright you people are very good at adapting, give it a few days and you'd have settled right in again."

"True," Phil nodded and turned to look at Nick again who was just standing looking up at the sky. "Be careful," she pointed a finger up at him. "Your meddling usually leads to trouble."

"Thank you for looking out for me Phil but I shall be fine!" Doctor smiled and held his arms out, Phil rolled her eyes and tiptoed to wrap her arms around his neck.

"Have fun," Phil said, she kissed him on the forehead and took a step back. Straightening his bow tie she waved and turned to walk to Nick. Doctor waved to the two of them when they both stood looking in his direction.

He opened the door and gave them one last look, Phil shook her head and took a step forward, "You're going to sort this Darkness thing out on your own aren't you?" She exclaimed while he gave her a wary smile and shut the door, Nick held tightly onto her arm to stop her running back to the TARDIS.


	72. Chapter 72

_I went on a b_i_t of a mope fest and recovered xD_

_But now with my mushy mind thanks to drawing (self inflicted and worth it) i shall post up another chapter, cos i am kinda bored ._

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><p>72<p>

It honestly didn't take Phil long to settle back into mundane normality, Doctor was certainly right about that. But where he said she'd settle in a few days, she actually settled back in a few months. Sitting in her London flat holding onto a cup of tea she looked out of the window, everything just seemed so...boring now. She usually wasn't one for complaining but on this one occasion she could freely admit that she was bored, and this was boring.

Hearing a knock on her door, Phil stood up and walked towards it, opening it she looked at the smiling blond woman on the other side. Luckily, whether Doctor knew it or not, but he had managed to land a day after the Fendahl left. Technically Phil had never left London, and had never dropped out of college thanks to the travelling.

It seemed like the people moved into her level of the flat the day after the Fendahl left, "Hello!" The smiley blond said, it felt weird to meet someone for a second time and them not know.

"I'm your new neighbour!"

"Hello," Phil smiled back and opened the door more. "Did you want to come in for a bit?" The blond grinned and walked in, she looked over the drawings on the walls and looked at her. "It's to do with my art project." Phil smiled and shut the door, the Doctor said her drawings made good wallpaper and she sort of agreed.

She'd rummaged in all the sketchbooks she had here and tore drawings out and stuck them on the walls, "Oh! You're an artist?"

"Well...I guess so," Phil said a little confused, it went silent and Phil lifted up her cup. "Fancy a tea?" She smiled and the smile grew when the blond nodded happily.

Making friends wasn't entirely that hard, but it was a little tricky to talk to a normal person and not a random alien specie. "I'm Philippa, sometimes called Phil." She said while putting the cup in front of the blond woman, the two of them were now sitting in the kitchen.

"I'm Erin, it's nice to meet you Phil, why Phil as a nickname? I always thought people with the name Philippa got nicknamed Pip!" Erin said quickly while drinking some of her tea, "This is a good cup of tea Pip!"

Phil smiled, seemed like she had just received another new nickname by a rambling blond. "So," she said while leaning back in her chair. "When did you arrive in London? Planning on staying long?" Phil smiled and drunk the rest of her tea. 

Doctor stepped out of the TARDIS and looked around the deserted street, "Huh...I think I took a wrong turn." He said while still walking down the street. Wrong turn or not he was still going to go exploring. The street he was walking down once belonged to a great species who had a vast knowledge of nearly everything.

They owed their vast knowledge thanks to the libraries they had built, the libraries here much resembled The Library. Looking around Doctor frowned, he hoped though that there weren't any Vashta Nerada lurking about.

Hearing a wheezy sound he stopped walking and looked around, from the side of a building a figure practically collapsed against the wall. "Oh," he said quietly and eyed up the familiar black eyed woman.

Nihon was a little worse for wear and wheezed when she breathed, against his better judgement of the possible foe Doctor walked up to her. "Nihon? What are you doing here?"

"My name...you remembered it?" She didn't sound as crazy as the last time they'd crossed paths. "Here? Oh...well...I got abandoned."

"Sit," pushing the woman onto a bench he took a step back and looked at her. Nihon looked up at him with those black eyes and frowned. "I may not be able to see but I know what expression you have on. Don't look at me like that."

"You look awful."

"I know," Nihon coughed and looked down at the ground, her straight black hair looked slightly ruffled, as if she'd walked through a wood and got her hair caught in branches. Even the black cloak that she was wearing had torn holes in it.

"Have you been fighting?"

"Ha! Fighting?" Nihon found the question posed to her funny and wheezed out laughter.

"You said you got abandoned, those shadow things were with you?"

"No no...people were...they've gone now you're rather safe," Nihon looked up at him quickly before looking down at her hands and picking at her black nails. "I am dying Doctor, and I see you're all alone. You let Philippa go?"

Doctor frowned and crouched down in front of her, "You know more than your letting on, last time we met we thought you were just a lunatic." He paused and watched her wheeze out another cough. "What are you dying of?"

"Ah...to tell you that would mean confessing to everything."

"Do you want to die in vain?" He asked, she looked at him with wide dark eyes and leant back against the best.

"No," Nihon said, "I do not want to die in vain."

"Get to explaining then."

"Oh aren't you harsh? I'm dying here and you snap at me in that tone." Nihon glared towards him, "Fine." Nihon sighed heavily and entwined her hands together. "You may as well sit down and get comfy, I'm going to be talking for a while."


	73. Chapter 73

73

"What do you know of the Darkness?"

"Nothing." Doctor answered annoyed, it was the truth after all, he never came across something called the Darkness before.

"That's why you're here?"

"Yes, I was hoping there'd be a book or something on it."

"Fat chance," Nihon laughed and ended up coughing, sitting coughing for a few seconds, Doctor looked at her blankly. "Maybe you should stop laughing? It doesn't seem to be doing you any good."

"You laugh or you cry...which would you rather?" Nihon questioned and received silence. "So you know nothing, and I take it Philippa doesn't know anything."

"How do you know of us?"

Nihon tapped her head with a long black fingernail and smiled creepily. "Shared conscious."

"Is that what the Darkness is?"

"Essentially yes it is," Nihon looked up at the sky and at the derelict buildings. "This place went down hill a few years back."

"Why are you here?"

"Because I knew you would be. As you already so rightly said, I do not want to die in vain."

"So your confessing all to whatever your apart of?" Doctor asked while turning to look at her, Nihon was getting paler by the second but nodded. "Why?"

"Because...I guess...if I'm dying I want to know that the whole universe won't go to pot." Nihon said thoughtfully. "You know I wasn't always like this? The shadows are prone to psychic people, if you touch them they'll link to you. The shadows are like a disease, a slow acting disease." Nihon explained, Doctor watched and listened intently. "They take the senses first, something small like your sense of smell, and then your taste, touch and then finally your eyes." Nihon said while looking down at her hands. "When all of that is done, you either die or turn into those skeleton shadow things."

"I'm sorry Nihon."

"Ha!" She laughed and held onto her stomach tightly, "That's a right laugh! I'm dying and you're sorry? I tried to kill you!" Nihon shook her head, "But yeah."

"What about your hearing?"

"No it's the only thing we're dependant on." Nihon said truthfully. "But I have no other senses."

"Why are your eyes black?"

"You're asking such trivial questions," she said annoyed. "Shadows link to the person who touched them by doing so the person unknowingly absorbs them into their body. Gross I know but it's the truth. There's many people like me out there."

"So why are you dying?"

"Many of us die, you know even people who show the most smallest trace of psychic energy are targeted to become like this." Nihon waved a hand at herself. "It's shock mainly, the Darkness you're hunting for is a living consciousness, but because of its raw power it cannot hold a host. It's divided into many people...but shock kicks in and we die."

"Where did the Darkness come from?"

"No one knows and it's the truth."

"Why Phil?"

"Ah," Nihon smiled creepily, "The question I thought would be asked first. Why her? Why the woman who was a Fendahl's friend for nine years? It was because of that fact, the Fendahl fed off of her for so long, she has such psychic energy that she can be used as a catalyst to bring about Darkness." Nihon yawned and rubbed her eyes, "I'm getting so sleepy...Darkness isn't an eclipse Doctor...Darkness is all of us, every single person psychic or not, will succumb to Darkness."

"How?"

"I can't tell you that!" Nihon snapped and looked at him, "I can't because I don't know, because I am now deemed faulty, otherwise known as dying. I do not know any future plans, but your friend is going to be used to bring the Darkness conscious into the world fully. Us possessed people are a fraction of what is out there, and believe me when I say this, you have to stop it."

"Is that remaining humanity kicking in?"

"Give me a break, I lived as a human until a few months back. I'm technically old, not many people last long with Darkness in them. But as such I wish to die relatively human."

"Is there anything else?"

"Philippa will go to them because she won't have a choice." Nihon slid her eyes shut, Doctor frowned and shook her lightly by the shoulder. "Who?"

"The Cult of Ashes and Ghost." Nihon said quietly but he had heard her, "I am so sleepy...and cold...I hope I helped in a small way, I am sorry for attacking you two in America..."

"It's alright Nihon, get some well earned sleep yeah?" Doctor said as lightly as he could while the woman beside him slowly drifted off to sleep forever. Watching someone die was never a good thing enemy or not.

Jumping up from the bench he walked back to the TARDIS and walked in, shutting the door he walked up to the console, now on a mission to find out who this cult were exactly.

There was only one person who could share is vast knowledge of space and of alien species, and the one person was Nick, but the problem with that was going to see him without bumping into Phil.


	74. Chapter 74

74

Arriving in Cornwall Doctor eyed the street and cautiously walked out of the TARDIS. Doctor had no reason to visit Cornwall before, it was strange that this was the third time he'd been thanks to one person. The thought of visiting never occurred in his mind, walking down a street and past some cafés he looked around.

"Oh dontcha look like a man on a mission?" The question was asked but the person asking wasn't in site. Doctor looked around confused, a newspaper folded down and Nick sat grinning up at him. "Well hello there Doc! Fancy seeing you here." Nick took a cigarette from behind his ear and stuck it between his lips, "Have a seat Doc do I know why you're here or do I know," he smirked and lit the cigarette.

Sitting down Doctor nodded at him, "So you were here for this Darkness problem?"

"Yeah I am."

"A little late to confess to that now."

"Oh well, whatcha gonna do? So, why are you here?"

"You said you knew."

"Aha yeah but I would like to hear you say why."

"I need your help." Doctor said, Nick smiled and nodded at him slightly smug that the last Time Lord was asking him for help. "How long has it been?"

"A year and a half." Nick answered, Doctor looked at him wide eyed and a little shocked, his time management skills seemed to have got worse. "Phil's now twenty-one, she's graduated from college and is down here for the holidays."

"Holidays?"

"Do you ever look at a calendar?"

"If I say no will you judge me?"

"I judge everyone, so you don't? Well technically it was a year and a half ago that you dropped her back here. It's December in less than a week, she's down for Christmas."

"To you it was a year and a half, to me it was barely a day."

"That's the thing with time travel, gets mighty confusing."

"How is she?"

"Aw check you out all interested in little ol' Phil, she's fine." Nick said jokingly but then serious, "She was pretty depressed for a little while though, she misses you a lot. Not that I blame her really I sort of know how she feels to miss a friend."

"You're very loyal."

"Yup," Nick nodded slowly and sat looking at the cigarette for a few seconds. "This has got off topic," he looked up and nodded towards a small restaurant across the road.

"She has a job," Doctor said with a small smile, it was mundane and slightly idiotic to get excited over his friend having a job. "Phil has a job?"

"You can stop gawking at her." Nick said seriously while leaning his head against his hand and looking at the young woman too.

In the apparent year and a half that he'd been missing Phil seemed to have successfully got a job and had a slight growth spurt. She was a little bit taller than what he remembered in the space that he'd dropped her off. Phil stood happily smiling to a customer, she looked alright although there was a little forlorn look in her eyes. Her hair had grown, where before it was a chin length mess of curls she'd grown it to neck length, at the moment it was tied up and out of the way. She'd now sorted out her fringe which before had a mind of its own, having a full fringe showed off more of her face which was always hidden behind black curls.

"Seriously Doc stop gawking at her." Nick said while reaching over and hitting him over the head, Doctor whined and rubbed his head, "What?"

"Seriously...your like a little school boy with a crush, any other time and place I'd say go talk to her. But I have to say if you do I will be forced to interfere."

Doctor looked away from Phil as she walked back into the building, looking at the black haired man beside him he frowned. "We're not meant to meet yet?"

"No," Nick answered simply while stubbing out the cigarette and standing up. Picking up his folded newspaper he nodded at him, "Come on then lets go." Doctor shot up and walked quickly after him, Nick walked silently back to his apartment.

"What has she told you?"

"Phil still sees things," Nick said not answering his question. "The next time you meet will be the last time this Darkness is a problem." Walking into the dining room Nick threw the paper down and sat down. "So! Come on then what bought you here?"

"You were a bounty hunter were you not?"

"Yes I was."

"You have a good know how of things?"

"By things I hope you mean alien-esque things...I've been here for so long yet I've still not grasped onto many human things. Like tipping after a meal...I don't get it, the little sod gets paid anyway why do you need extra money?" Nick said confused, Doctor looked at him confused too and shrugged.

"Anyway," Doctor said getting the conversation back on track. "Have you dealt with cults?"

"Oh," Nick sighed and leaned back on two legs on the chair, "Yeah cults are nasty, I've had a few past runnings with them." He leaned his hands on top of the table and looked at him, Doctor was looking over photos which were in the dining room. "This one particular cult you not familiar with?"

"No and I was hoping you were," Doctor turned to sit down opposite to him, Nick nodded at him to continue. "The Cult of Ashes and Ghost," Nick looked at him sternly. "By that look I take it you know of them? Or at least heard of them?"

"Both, tell me did you get that name from a reliable source?"

"From a dying member."

"Blimey," Nick shuddered and crossed his arms over his black t-shirt. "You do not know of them?"

"No."

"Wow," Nick made a popping noise and stood up, "Follow me," walking out of the room and through a doorway he opened a door and walked down into a cellar. Most cellars weren't converted into a library of files and books unlike Nick's was.

"You keep all of your files? That's a little dangerous for you to do so isn't it? Why do you still have them?"

"Doc I thought this was about a cult not about my archive?" Nick said while walking down an isle of bookcases. Pulling out a file he walked over to a desk which was in the room, picking up sketchbooks he placed them to one side, "Phil comes down here a lot to draw."

Doctor picked up a sketchbook and flicked through it, they were all new drawings, turning the page to Nick he raised an eyebrow. "She's still trying to make a damper?"

"Well she said she did with help from you and you pinched it!"

"I did not pinch it!" Doctor exclaimed defending himself, "I'm merely keeping it safe."

"Huh," Nick opened the file and pulled out some paper work. "The cult you're asking for is an old one, Ashes and Ghost were people...or Near-Human as we'd say. They had different outlooks on nearly everything," Nick paused to slap Doctor's hand away from the file. "Confidential."

"Yet you let a human look through these?"

"Nah-huh mate...Phil is obedient, if you tell her not to do something she generally doesn't."

"How do you know?"

"I trust her enough not to look through things I tell her not to." Nick said while leaning against the edge of the desk. "Anyway...where was I...? Ashes and Ghost, Ghost lived on Earth with the people and Ashes was well..hovering in space."

"Right ok how the hell do they suddenly have a cult dedicated to them?" Doctor asked while flicking through another sketchbook, he was eyeing up all of Phil's new drawings but listening intently to Nick.

"Well they did have a rather wicked battle, there's always an Ashes and there's always a Ghost."

"So which one is Phil?"

"Ah...depends, is she going to doom the world or stand up and fight for its safety?" Nick questioned, "We already know the answer, that girl doesn't have the heart to kill a spider let alone doom Earth."

"So just to clarify this," Doctor put the sketchbook down and looked at Nick seriously. "This cult is dedicated to two people who fought for...the world?"

"Pretty much, you see ol' Ashes 'I hover in space'," Nick used air quotations and drummed on the table. "Was the original Darkness."

"I learned from the dying member that the Darkness is a living consciousness."

"Yup, living psychic energy consciousness, likes to possess people...you see old records show of each time the cult has tried to reactivate. That as I've said, there always needs to be one of each, but there also needs to be one person who is strong enough to channel Ashes into the world so that he or she, whichever gender it is, can bring about Darkness."

"Nihon called Phil a catalyst."

"Aha I see I see," Nick nodded and tapped his chin in thought. "Not really what I want to hear, so this cult is going to use a human who was shielded by a Fendahl, to channel Darkness into the world."

"But does that make her the bad guy or the good guy?" Doctor flicked his eyes up to look at Nick. "Phil's the good guy! What am I saying! She hasn't got a bad bone in her body."

"She will though if Ashes possess her. Have you seen what those blokes look like when they get minor Darkness possession?"

"Nihon told me."

"Nihon's that dead member? How pleasant of her to tell us all of this."

"I think it was her last act as a human."


	75. Chapter 75

_It is now official, i have finished writing this story on my laptop. Woohoo! Now to finish uploading it while i ponder on the sequel xD_

_I dearly hope by the time i finish uploading this i would have already wrote some of the sequel so it can just continue ._

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><p>75<p>

"So what's the deal with the cult?" Doctor asked while walking around the living room, Nick sat on the sofa eating, waving a fork at him he swallowed his food before talking. "Why now? Why? I mean how long has this one been around for?" Doctor asked before Nick could even answer, he huffed and ate more of his food.

"If I tell you would you really wanna know?"

"A serious answer is it Nicky boy?" Doctor asked while finally sitting down in a chair, Nick reached out for his drink on the coffee table and looked at him. "Twenty-one years." Nick paused, "This new reactivated cult has been around for twenty-one years."

"They've been waiting for her? Why can't anyone I meet be normal? Why does every friend I have some sort of problem?"

"Do I have some sort of problem?"

"You're a Trion on Earth trying to protect a human who got protected by a Fendahl and will apparently bring about Darkness on the world. No Nick you're not normal."

"Oh well you clarified what I knew already." Nick commenced eating his lunch, Doctor watched him and then clapped his hands together. "As much fun as this is Nicky boy I better be...leaving."

"See ya."

"Oh fine be blunt like that," Doctor huffed and crossed his arms, Nick stopped eating and looked at him seriously. "I'll miss you too Doc," Nick said in a girly tone, "Dude we will meet again we have no option about it really. Until then see ya...you better be going actually," Nick looked at his watch, "Phil will be on break soon."

"You two live together?"

"Was that jealously I heard right there? Did I sound jealous at you two being in that big ol' ship of yours? No I didn't." Nick rolled his eyes, "Yes we live together."

"Is there anyone I should know about...?"

"Mate get the hell out of my home, you're getting a little personal here. No there isn't but that's not the point I am not having a conversation with you about poor Phil's love life. I hope the information I gave you is helpful."

"Do you know where the cult reside?"

"Phil might," Nick answered while standing up and walking into the kitchen, Doctor walked after him and looked at him confused. "She writes everything down, visions...problems..."

"A diary?" Doctor questioned, "I can't read Phil's diary."

"I can though and have done."

"Nick! That's privacy invasion!"

"Pfft," rolling his eyes Nick walked past him and up the stairs, Doctor walked after him and into a white room. Phil's room was totally different to the one on the TARDIS, the walls were white but had been drawn on, another wall was completely covered in photos, one of which being when she graduated. Phil had been living a normal human life in the year and a half that he'd been gone.

"I have to read it, I got sent here because people of my kind saw this coming. If there is anything, anything at all which could give you a lead it would be her diary."

"I may just stand over here while you read it."

"Yeah alright just don't touch anything, she's gone through a small bout of OCD and remembers where everything was and should be." Nick pulled a rather plain looking book off of a shelf and flicked through it.

"'There is no need to be afraid of the dark, I will bring the light'," Nick read and looked up at Doctor. "It's a quote someone said in a dream, but I think Phil plans on fighting back. I think some of your ways rubbed off on her." Nick shut the book, and waved it at him, "Did Nihon tell you anything else?"

"She said the shadows were a slow acting disease, she also said the Darkness wasn't an eclipse. And Phil wouldn't have a choice but to go to them."

"Well that's not what we want to hear is it?"

"Did her diary say anything?"

"Arcturus," Nick answered while putting the book back on the shelf, "She was right wasn't she? You're going to try and deal with it on your own? That's silly, no totally idiotic of you." Nick shook his head and watched Doctor leave Phil's new room, a few seconds later the front door shut. "Bloody idiot." Nick sighed and exited her room and walked back down stairs.


	76. Chapter 76

76

Arcturus the planet was different than Arcturus the star, it wasn't bright for one thing. Frowning Doctor stayed leaning against the TARDIS doors and looked over the room he was in. of course Arcturus would be dark, it logically was a base for a cult who worshipped the Darkness. There were things here which he had seen in the sketchbooks of Phil back in Cornwall.

This just clarified that he was in the right place, taking a step forward Doctor sighed and walked down the dark corridor, a few lines from one of the sketchbooks stayed at the forefront of his mind.

_I know you'll read this because you're nosy really truly you are. I know you'll ask Nick for help because I have seen this. He doesn't look through my sketchbooks, you do because you're nosy! Arcturus is a dark place, be careful Doctor I mean it._

Despite the the underlining warning in her diary, Doctor still walked steadily down the dark corridor which seemed to be getting ever darker. 

Hearing an all to familiar sound Amy Pond rushed out of her house, across the road the familiar blue police box stood. Rushing back into the house and dragging Rory out the two of them walked up to it.

Immediately the two of them knew something was wrong, Doctor wasn't one for lurking in his home let alone to two old friends. Pushing open the door Amy walked in looking around, all was quiet. "You know without his constant talking this place is extremely creepy...in a weird way." Rory said while shutting the door, Amy gave him a look which caused him to shrug and look around too.

"Doctor?" Amy exclaimed and jumped back from the console when a running around hologram popped up. "_Ponds! Hello Ponds fancy seeing you two again, well not really I mean I'm not actually...there,_" the hologram projection of the Doctor pointed in the direction of the two of them. "_Don't touch I'm a projection! Your hands will go right through me...you're not trying to touch me are you? Oh well! I need some assistance._"

"He needs help? Typical this is just typical."

"Shh!" Amy shushed Rory while looking towards the Doctor, "What have you done?"

"_Well knowing you Ponds you're talking and asking questions, I can't hear you. But I can answer on what I think you're asking. I got caught._" Doctor paused and frowned slightly, "_Caught by trying to help a friend...I have to many friends, how many people throw themselves at immediate danger to help someone?_"

"He's rambling," Rory pointed out while Amy waved a hand at him trying to shush him and talk when the projection had finished talking.

"_I'm going against everything I tried to do. I need you to find someone for me, but most likely she will find you. I've programmed the TARDIS to take you to Cornwall._" Doctor paused and looked at them, or at least where they were standing. "_Hold on._" He said just as the TARDIS kicked into life, Rory and Amy shuttled about confused.

"I didn't think we were meant to be with him anymore? You know for our safety sake?" Rory exclaimed over the sounds of the machine. Amy gripped onto the railing and looked over at him, "We weren't meant to be!" She said rushed her Scottish accent becoming more prominent in her slight fit of confusion.

It was another minute or so before everything fell still, the two of them looked at each other before looking towards the door. "What if we're not in Cornwall?"

"Where else are we meant to be? He said we were going to Cornwall so we're in Cornwall." Amy said while walking down the steps towards the doors. She hesitated slightly before pushing the door open.

Walking out the two of them looked around a small park like area, "Oh well looky here just on time," a young man said while folding up a newspaper he smiled towards the two of them, they looked at him utterly confused. "Oh...oh!" He jumped up and ran towards them, "Doc sent you two? Idiot...I did prewarn him..." The man trailed off thoughtfully and stared up at the sky.

Rory coughed awkwardly and looked at him, "Who are you?"

"Nick."

"And you know the Doctor?" Amy asked suspiciously, Nick smiled and nodded before tucking the newspaper under his arm. "How?"

"Do you know why you're here?" Nick asked ignoring the question and walking back to sit at the bench they were parked in front of. "You're here to look for someone right?"

"How did you know?"

"Because I know the person you're looking for."

"Is it you?"

"Ha!" Nick laughed at Rory's confused question, composing himself he shook his head, "No no it isn't me! Heaven forbid, I am not saving that Time Lord you three can do it on your own."

"Three?"

"Ah well..." Nick trailed off and looked towards another park bench, a black curly haired woman folded a newspaper and looked towards them. "Yes you three can save him." The woman stood up and walked over, Amy and Rory looked her over, Nick jumped up and stood next to her.

"This is Phil."

"Hello," Phil smiled at the two of them, "Do you know what's happened?"

"No." Amy answered and looked at her, "You do?"

"Well...kinda...I think it's what people call 'emotional blackmail'," Phil used air quotations while looking at them thoughtfully. Nick looked at her sadly and then nodded towards the police box.

"Haven't you three better be off?"

"Why don't you come with us?" Amy asked while looking at him, Nick shook his head and put a hand on Phil's shoulder.

"I can't because someone has to stay here."

"Why?"

"You like asking questions don't you?" Nick nudged Phil towards the two of them, "Get going catch ya laters!" Nick waved over his shoulder at the three of them and exited the park.


	77. Chapter 77

77

"You said emotional blackmail? Against who and why?"

"Against me and because...mmhmm how can I tell you?" Phil mused and walked into the TARDIS, turning to the redhead she held out her hands. "Come here."

The woman looked at her sceptically, "I'm not going to hurt you," Phil rolled her eyes and put her hands on her cheeks and leaned her forehead against hers.

"Oh my god," jumping away the redhead looked at her shocked, "What? What was that?"

"Psychic linking, now you know everything. Feel free to tell your friend."

"Husband."

"Oh! Married couple," Phil rubbed her hands together, "Congrats, belated or whatever! Who are you two then?"

"I'm Amy, and this is Rory."

"Great to meet you! Shall we go to the rescue?"

"_Phil! Welcome back aboard! Don't touch me I'm a projection._"

"That's terrifying," Phil stared at the projection and shouldered her rucksack more, "Did this pop up for you two?"

"Yeah we kinda had the same reaction as you," Rory said while nervously letting out a laugh, Phil nodded slowly and walked past the projection. "W-wait! You're just going to ignore it?"

"Well," Phil said thoughtfully while the projection rambled, "Do we have time to listen to it really?"

"_Why do you ignore me?_"

"Can it hear us?"

"He said no to us."

"Ah...right...ok maybe I'll listen," Phil leaned against the console and looked at it, putting her bag on the floor she crossed her arms.

"_Well, Phil you've probably had a moment by now. But welcome back! TARDIS has missed you I think, or it could be a slight vanity thing...I mean you did do a few great sketches of her and caught her good side. Rambling yes tangent yes, now to get to the point._" Doctor paused and took to walking around the console, it phased through Phil's outstretched legs. "_You were right of course you were right I went to sort this Darkness thing out on my own, I failed and well...maybe I shouldn't have sent you back to Earth. But then I guess if I didn't Darkness would have already happened. I take it by now you've met Amy and Rory? You three will make a good set of rescuers! I also take it that Nicky boy has told you everything? Ashes and Ghost and all that..._" Doctor trailed off thinking over his words. "_Arcturus, you were right, I hoped you'd be wrong you know?_" Phil rolled her eyes and nodded, she wasn't exactly happy to know she was right.

"_Well I've just arrived and by the time you finish listening to this lord knows what fun things are happening! I'm being sarcastic! Seriously I'm about to walk out of that door and confront a cult of Darkness worshipping lunatics._" Doctor paused and ran his hands through his hair. "_Oh and Phil? There's somethings in your room which will help you out._"

Walking into her old room Phil crossed her arms, most of what Doctor had said in his message she understood. Frowning and walking over to the bed she looked over the items there, "I thought it was to much power for a human?" She laughed while picking up the screwdriver she had stolen from the museum, looking away from it she looked at the long scarf and then laying next to it was a watch. Picking it up she put it on and did the buckle up, pocketing the screwdriver in her military jacket she eyed up the two music boxes.

"There's two left? How can you two help?" She frowned and refused to pick them up, the Spheretors just sat there. Eyeing up a piece of paper she picked it up, and sat down on her bed.

_Phil!_

_I guess by now you're safely back in your room and safely back in the TARDIS._

_Half the stuff I said in the message will be completely beyond poor Ponds. At least you can attempt to explain the situation to them! _

_This note is getting off topic._

_Right! Basically here it goes; you know everything thanks to Nick filling in the spaces. You know that the cult is after you and you now know I'm being used as emotional blackmail. This is beyond rubbish, I'm not one for being rescued I like rescuing! _

_I know, I know you've seen what is to happen here although I am not sure if you've seen the ending. Lets all find that out together! Could be fun no?_

_The reason for these items, you like the scarf and you wanted the screwdriver now you can have them. The Spheretors are there in case you need help...hint hint...help...oh damn it I'll just tell you outright because you always want all the answers!_

_Get help Phil._

_Get help from anyone you can._

_You know as well as I do that some battles you need help with, to fight and beat this cult you'll need all the help you can get because you are a target Phil. As soon as you appear they will flock to you, but you now have a damper I guess that can mask most of your psychic powers._

_P.S. You have a few destinations to go to before coming to Arcturus. There is also something I haven't told you, the Fendahl. It gave me a message the night it left, if you want it all you need to do is link to it and it will be there. I sort of think that's a little creepy but I would also feel flattered to have it on call..._


	78. Chapter 78

78

"Help?" Rory repeated the question, Phil sat on the stairs leading up and away from the console. She nodded, Amy walked towards her and looked at her sternly. "Are we not enough to help?"

"We're up against a cult...I already showed you that."

"Showed her what?" Rory said confused, Phil shook her head and leaned against her hand. "Who are we meant to get help from?" He asked, Phil slid her eyes over to look at him.

"There's three things which could help."

"Three? Are you talking three more people or three species?" Amy asked while sitting next to her on the stairs, Phil moved the scarf away from her mouth and sighed. "Species I guess." Phil paused and frowned lightly, she was trying to figure out if the Fendahl should be classed as number four.

"So how many are we up against?"

"Every shadow, every person who has been possessed by a shadow and then the lunatics in charge."

"So...quite a few then?" Rory said while putting his hands together and looking at the two of them, Phil nodded sadly. "Great! Fine alright so you're saying we're going to fight?"

"No." Phil stood up and walked towards the console. "I'm a pacifist really, I don't like fighting and even though these guys are trying to use me to destroy the world or whatever I still have no desire to fight them."

"So they're really going to channel that thing through you and out into the universe?" Amy inquired while standing up and walking to the console, Phil was looking down at the keys and dials. Looking up to the redhead she nodded slowly. Phil had successfully linked to Amy earlier on and showed her everything which was to happen.

"I'm going to die." Phil spoke as simply as possible Amy and Rory looked at her confused. "The only way Ashes can come to this world and channel Darkness into it is if I die."

"B-but," Amy said confused while shaking her head slightly, "You can't die."

"How? How does that work?" Rory questioned while walking towards the two of them, Phil sighed and rubbed her eyes. She stood in thought for a moment before looking at him, "I'm unlimited psychic energy, that will get in the way and stop me getting possessed or whatever. The only way to get what those lunatics class as a 'god' into this world, and my body," Phil shuddered thinking what being possessed would feel like. "Is to kill me."

"You still can't die!" Amy exclaimed and shook Phil by the shoulders, "By you dying that would kill the Doctor too! He tried to settle this problem on his own to save you, he's silly for doing so but that's what he does! You said there's three things that can help? Who and what are they? And where are they?"

Phil smiled and looked at Amy, "Mrs Pond I believe you speak a lot of sense," Phil smiled wider and nodded. "I don't plan on getting killed."

"Have you seen how you die?"

"I get shot, as anticlimax as that is I get shot."

"Shall we go get help?" Rory asked while the two women stared at each other for a few more seconds. "Where to first?"

"Mars."

"Mars?"

"What? Was you expecting me to say something exotic?" Phil laughed and walked up to the TARDIS. Amy and Rory stood beside her, "Do you know how to fly?"

"No." Phil confessed and looked at their defeated expressions, "But she does, she listens and all you have to do is ask." Phil held onto the railing, "TARDIS can you take us to Mars please?" Phil asked kindly, Amy and Rory looked at her like she was crazy before the TARDIS kicked into life. 

Opening the doors the three of them peeked out, "Mars? Why Mars?"

"Ice Warriors," Phil said simply while stepping out, she made sure to stay in the field of oxygen that the TARDIS had, the other two people stepped out and stood beside them.

"Ice Warriors?"

"I got a note," Phil said while leaning against the closed doors, "Doctor said that to get help from anyone we could. You asked if we were enough to save him, no we're not because no sooner would we arrive would I get targeted."

"So we're recruiting people to not only save him but to protect you?"

"Yup." Phil nodded and watched as three tall reptilian figures walked towards them, "Agazesh!" Phil said happily at the female Ice Warrior she had met previously.

"Phil," the TARDIS easily translated their language into English so the three of them could understand the young martian. "What brings you to Mars? Where's the silly man that was with you?"

"Ah...well...that's why we're here," Phil said nervously while looking at the much taller specie, Agazesh just stood there looking at the three of them. "We need your help."

"Help?" One of the other Warriors asked, Phil flinched slightly at his snappy tone.

"Yeah help." Phil crossed her arms, this wasn't exactly going the way she had imagined it to. Amy looked from her to the three figures, "Did the Doctor not help you? Why won't you help us?"

"Odzimos is right," Agazesh said, "You come here asking for help?"

"What sort of help?"

Phil opened her mouth to answer but shut it again trying to think up the right words. "The Doctor tried to resolve something on his own yet again, he got captured. I guess trying to always talk to resolve a problem doesn't always work out well." Amy said simply, Phil smiled a thanks to her she was a life saver at that moment whether the Scottish woman knew it or not.

"Herul? Go back to the city," Odzimos said to the other silent figure, he nodded turned and walked off the way they came. "As you said humans, Doctor helped us so we will help you."

"When and where?" Agazesh asked while the three of them grinned happily at the remaining two Ice Warriors.

"Arcturus in precisely an hour." Phil answered while opening the door to the TARDIS and walking in, Agazesh nodded and turned away with Odzimos.

"That went...well?" Rory asked confused by the whole experience, Phil sighed and walked up to the console. "Ice Warriors are very secretive, we should be privileged that they agreed to help us."


	79. Chapter 79

_Spontaneous chapter, i wasn't going to upload this one today xD_

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><p>79<p>

Planet Vega had come a long way since the last time Phil had stepped foot on it. The cities which were derelict when she was last here were now sky high, there was no dark here like last time. The repressive feeling which was here was now gone.

The security was much more slack too, "We all have our roles to play." Naramiel walked towards them her ice blue eyes looking over them. "Phil, Amy and Rory welcome to Planet Vega."

"How does she know our names?" Rory asked a little bemused, Phil sighed and rubbed her eyes, walking towards the white haired woman she looked up at her.

"We need help."

"Oh I know," Naramiel smiled actually talking and not speaking telepathically. "Follow me," she turned away and walked towards a door. Phil was happy to see that the wires which were protruding from the back of her neck had long since disappeared. Naramiel was wearing a long white gown much like the one she was wearing the first time they met.

"Is it becoming to much now human known as Phil?"

"Just a tad."

"Didn't foresee them pulling the emotional blackmail card even I have to admit to that," Naramiel walked down a corridor, they followed after her. "You are here for help I know, the first time I saw you I knew you'd be the one to break me out of that cell. As well as be the intricate part of the Darkness. How are your senses?"

"Oh what? You know the affect of those shadows too?"

"Phil as a fellow psychic being we're linked, nearly everything you went through I saw too." Naramiel sat down at a table and gestured for them to do so. "What nice black nails you have Phil." The blue eyed woman said while smiling creepily, Phil narrowed her eyes at her, Naramiel still had a very eerie aura around her. "They got you in America didn't they?"

"The shadows got me, I didn't touch them."

"I know," Naramiel looked towards the other two humans, "You two are past friends of the Doctors are you not? One of you knows what's to happen and the others oblivious. Phil you cannot die, not for totally selfish reasons of leaving people behind. But for the sake that if you die, the whole world will die with you."

"That's a lot of pressure."

"Now is not the time for jokes!" Naramiel scolded her, "As I said, we all have our roles. Phil's is to stay alive, Amy and Rory your roles are to get the Doctor and get out of there. I believe you've already roped those poor Ice Warriors in for help? You want our help too? We're now one group, not divided anymore."

"What are you now?"

"We're just the Core, don't fix something if it isn't broken." Naramiel shrugged, the three of them were still processing her words. She came up with a plan already and it seemed like a rather effective plan.

"How do you know your quick plan will work?" Amy asked simply while leaning against the table to look at the ice blue eyed woman. Naramiel smiled lightly and nodded slowly, "Whoever is in charge will pay direct attention to Phil because they need her. While they're paying attention to her you can get Doctor free."

Phil undid the watch on her wrist and past it to Naramiel, "It short circuited."

"Your trying to dodge a bullet by teleporting?" Naramiel picked it up and the watch glowed a light blue. "Good luck."

"So you will help us?"

"Well we have to really don't we? I can't bear the thought of you dying and bringing about the universes demise. So which are you? Ashes or Ghost?"

"I'm Ghost."

"A very odd version of Ghost." Naramiel smiled and nodded, standing up she walked to a cabinet and pulled out two more watches. Giving them to Amy and Rory she smiled, "Meet you in an hour." With that said Naramiel turned and walked away, stopping she frowned and looked at Phil who was playing with the end of the scarf.

"Have you faced your demon yet Phil?"

"No."

"I think you should." 

Standing on Besseme Phil stood cross armed, "Do we really have time for this? I'm not questioning your idea of gathering every bit of help you can but an hour has nearly gone." Amy said while standing in the doorway of the TARDIS, Phil stood outside with her arms crossed.

Pulling out the two music boxes she ignored the slight burn she got from them a placed them on the ground, "Call your friends, tell them to be at Arcturus in ten minutes." The music boxes started up there creepy tinkering tune and opened up. The twisted figures inside twirled slightly and then stopped, "You go too. Go and meet them and be at Arcturus in ten minutes." Turning around she looked at a worried Amy and Rory who was trying to calm her down. "Sorry to cut it fine." Phil smiled and shut her eyes, there was one last thing to contact.

Hearing a weird shuffle noise Phil opened her eyes, this was really the first time she'd come face to face with the Fendahl. It was extremely tall and a mass of tentacles at the front but green armoured at the back. Phil gulped and flinched slightly finally seeing the thing which had fed off of for nine years, but ultimately became her odd companion.

"Thank you for looking out for me for so long," Phil said while rolling up her coat sleeve. "But I am a little annoyed that you used me as a buffet for nine years of my life. But thank you for showing me a wider world, I need your help." Phil said while shaking her head, "I am to die by the hands of a cult. They need my psychic energy to summon Ashes into the world, I need you to take as much psychic energy from me as possible without killing me." She held out her arm to it, the Fendahl seemed to be contemplating her request before reaching out and wrapping several tentacles around her arm and literally draining as much psychic energy from her as possible but not enough to kill her.


	80. Chapter 80

_Wooh! Nearing the end, i have to admit that i've only wrote like 4 chapters of the sequel xD not really as many as i'd like but oh well! ...I also need to brain storm a title up...and a summary...oh man ;A;_

_Updating before going to work, so if anything is hit and miss i do apologize now!_

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><p>80<p>

"You look awful."

"Gee thank you so much Rory," Phil rolled the sleeve back down on her coat to hide the tentacle marks which the Fendahl had left. Closing the door behind her she looked up at the console, "No seriously you look really really bad," Amy walked down the stairs and stood in front of her. "You alright? Or as alright as you could be considering?"

"Yeah."

"Good great, shall we?" Amy turned to the console, Phil nodded and walked up the stairs slowly, having the psychic energy drained from her made her feel and look weak. Her pale skin was even more pale which made her green eyes stand out more.

"I'll be right back," Phil said while slowly walking up the stairs and towards her room.

Rory turned to Amy who was watching her worriedly, "Is she really going to be alright? I mean for all we know she's planned all of this out for nought."

Amy flicked her dark eyes to him, "You don't have much faith in her plan? Be fair I feel like we've just been pulled in for extra measure, but he needs help yet again." She rolled her eyes thinking of how typical it was of Doctor to try and solve a huge problem on his own only to get caught. Frowning when Phil still hadn't appeared after a few minutes they looked at each other, "Phil?" Amy exclaimed and ran up the stairs, she looked near death and Amy dearly hoped that she hadn't actually died from her plan. Opening the door her brown eyes widened and looked around the room, many drawings were stuck to the walls, half of the things in the pictures she'd not seen. Phil turned and looked at her, "Sorry I was taking to long." She said while pulling a baggy jumper over her head, "I needed to change." She gave Amy a slow smile before yawning.

"All your actions have been slowed because of that thing back there." Amy stated simply while Phil gave her a nod. "Is it alright?"

"It'll have to be, I can't have that much psychic energy in me or I will get killed and drag everyone down with me."

"That's such pressure...how can you live with it?"

"I can't," Phil said while picking up her military jacket and slipping it on slowly. "The mental pain of knowing I could be used as a host to destroy the world is horrible. It burns, and I've known of this for so long that now I'm just sick and tired of it."

"But you're trying to change the outcome, can you really do it?" The Scottish woman asked while slowly walking beside Phil and out of her room, the dark haired woman shrugged. The two of them walked down the stairs towards the console, "Nothing is certain Amy, I'm merely trying." Phil dropped her rucksack back near the console, Amy hadn't even realized that she'd taken it upstairs with her.

"Shall we then? I'm rather sure everyone else is there." Rory said while walking up to the two of them, Phil smiled and nodded at last happy to know that the end was coming near of this annoyance. 

Arcturus was different than any place any of them had seen, it was dark and even the smallest shard of light would get swallowed up and disappear. "You are late," Naramiel stated while watching Phil exit the TARDIS while tinkering on her watch. Alongside Naramiel was the majority of the Core members, they all had teleporters still so getting to and from Arcturus was an easy task.

"We had to make a quick visit," Amy said while putting her hands in her jean pockets and walking out of the police box with Rory. Phil looked up at Naramiel who shook her head, "You faced your demon and succeeded I see."

"Yeah."

"How are you?"

"In some sort of pain."

"Yes of course," the white haired woman looked away from them, "I hope your plan works Phil. I do not wish to witness your death," she slid her eyes to look at her green ones. Phil just looked at her unamused, "I have complete faith in you."

"Glad someone does cos I really don't."

"The Ice Warriors are approaching." Naramiel stated changing the subject, they were on the outskirts of the city which was on Arcturus. Phil looked up at the sky to see familiar ships, "Woah."

"You look shocked, surely you knew by asking them you'd get them all." Naramiel said while the three humans looked up at the many ships.

"This is utter overkill." Rory said while looking at all the ships, Phil gulped and winced slightly, maybe asking them for help wasn't a wise plan, there was easily over a hundred ships hovering up there.

"This is like..." Phil trailed off with a frown, "The Fellowship vs. Sarumon's army." Phil nodded and received confused looks from both Rory and Amy, in the end the three of them grinned and laughed at her film and book reference.

"Well I hope that we won't have a battle like they did." Rory said once he'd calmed himself down, Phil and Amy nodded agreeing with him. Looking down when the Ice Warriors managed to teleport down from their ships the laughter and jokes stopped and a serious atmosphere surrounded the group.

"We have to enter the city as quietly as possible," Naramiel said while regarding the Ice Warriors, they didn't take kindly to her insinuating they're noisy and turned to look at her. Phil ran a hand down her face, this alliance was falling apart even before it began.

"Do you have battle knowledge?" Odzimos asked, Phil managed to recognize him because of his low voice, Agazesh and Herul stood beside him and behind them were most of the Ice Warriors from the ships. Some had to stay behind in case the worse case scenario happened.

"Now that I think about it no," Naramiel said while pushing away from the wall she was leaning against, she'd changed out of her white gown and was wearing a similar uniform to that of the Core members. Only instead of the heavy duty jacket she simply wore a back vest top which showed off her pale blue skin. "She's good with tactics though!" Phil exclaimed with a grin and earned a glare from Naramiel, "Heh...yes I am good with tactics as that human over there said." She said annoyed while pointing a finger at her.


	81. Chapter 81

81

"So we go in get Doctor and then leave?" Rory asked, it was basically the plan in a simple sentence Phil and Amy looked at him and nodded. "Well it's more you two get Doctor while I play the part of bait." Phil said with a slow sigh, Amy patted her on the shoulder as they walked through the abandoned city.

Walking closely behind them were some of the Ice Warriors and some of the Core members, they'd all split into small groups and entered the city at different points. Because of the watches the Core members wore they instantly had a map of the city and the main building at the center, which was where they were all heading for.

"Will they still go for you?"

"Why do you ask?"

"Well you said you'd had your psychic energy drained, but you have enough to keep you functioning...if you don't have enough to bring that thing into the world won't they just find another host?" Amy questioned, it was an honest question which had flitted across Phil's mind. Letting out a small yawn Phil lifted up her wrist and rolled the sleeve of her coat up.

Sitting ticking away was a similar watch to those of the Core members, it was near on identical before Phil and the Doctor refashioned it. "This is a damper, the idea came to mind soon after I had a near death experience. It's also a teleporter like the ones Naramiel gave you two," Phil explained while they both looked at the watches they wore. "It hides my psychic energy, but like you said I had it drained so there's not actually much to hide."

"You're bluffing them."

"Yup," Phil smiled and gave a swift nod. "I'm bluffing them just like we're bluffing them for a fight."

"We're not actually going to fight? Oh that's the best news I've heard all day." Rory sighed happily and looked up at the derelict buildings.

"If we fight it will annoy one person in particular."

"You're right," Amy said agreeing with Phil's words. "There's a time and a place for negotiating and I honestly don't think this is either."

"I completely agree with you there Amy." Phil said as the group fell silent and looked up at the building they'd finally reached. They'd encountered no trouble in the walk through of the city to get to it, but the small group already knew that all the trouble they could have met were already in the building. Beside them arrived the other small groups each looking at the building with a expression of hesitation.

Phil frowned and then looked around when a creepy tinkering was heard, she'd just written the Spheretors off as being to cowardly to help. Looking down at the small music box which landed in front of her she crouched down, "You came huh? A little late than never but thank you. Can you get in the building? You lot have more chance getting in without being noticed than us." Phil watched as it phased and disappeared.

"What were those?"

"Music boxes," Phil answered Rory who just looked at her like she was crazy. "They need a host to latch onto, they feed off of time which could be someones time." Phil said while thinking over what Doctor had told her about them.

"They'll latch onto the people in there and they won't be able to do anything?" Amy asked while Phil gave a nod and looked to Naramiel who simply walked through the door. "They'll use the person they latch onto as a host and unfortunately kill them. I honestly didn't want anyone to get killed but that's all they know how to do." Phil said regrettably while following after Naramiel, the white haired alien turned and looked at her.

"This is where you say farewell to us. You go and confront those idiots," she smiled a thin smile, and looked down at a watch on her wrist. Looking over the map she walked nearer to Phil so she could see, "We'll position ourselves around here." Naramiel said not pointing to the hologram map, the two of them knew shadows were the ears and eyes and they already knew they were here. They'd be able to hear them but they wouldn't know where Naramiel was on about without her showing.

"Be careful yeah?" Amy said while smiling at Phil, she nodded and turned to walk down the dark corridor. Her and Rory watched her disappear into the darkness and then followed Naramiel who had been deemed the translator for the Ice Warriors seems no one knew what they said apart from her. The Ice Warriors had come up with a successful plan which didn't involve conflict and Naramiel now had the pleasure of linking to everyone and telling them. 

"You know it's a rather comfy little abode you've got here once you get used to the pitch black and creepy lighting." Doctor said while rocking on the chair he was currently tied to. He wasn't exactly happy about being used as a hostage, he just went to Arcturus to settle this problem with words.

Words which fell in deaf ears, Doctor let out a laugh at that irony, the only thing this cult wasn't was deaf. It was the only functioning sense they had left, but even still he thought they'd listen to words and reason but no.

All this cult wanted to do was get Ashes into the world by it possessing Phil and then destroying the world so it could start again. Doctor frowned and looked up at the black cloaked guard, "You're all like environmentalists with a massive problem. That massive problem is that you're missing a few brain cells," if he could he would have tapped his head to get the point across but he couldn't. Much like his legs, his arms were strapped down on the chair.

"This is getting boring now, you're all silent and gloomy! Can't you cheer up? Go out on group trips together? When I say group trips I don't mean out to terrorize a poor human woman, I mean somewhere nice like...oh I don't know..." Doctor trailed off when the shadowy skeletal figures shifted, "Oh oh oh! Finally something is going to happen! Good! I hope it's a massive butt kicking for the lot of you! Taking little ol' me hostage, tut tut tut for shame on you!" Doctor grinned and rocked on the chair again, if anything as a hostage he'd been a massive pain. He constantly talked about absolutely anything which came to mind, he hoped that he'd drive them all mad by his talking, unfortunately that didn't happen.

Hearing a familiar buzzing sound he frowned, "Oi! Don't play with that! It's not a toy don't you know what it is?"

"It's a piece of complicated technology, yeah yeah you've told me this before." The door swung open and a familiar black haired woman walked in. The door was barely noticeable thanks to the shadows which were all around the room. "I have to say I don't envy you."

"Not a time for your sarcasm Phil!" Doctor exclaimed and wriggled in the chair, "But hello! Look at you!" He grinned, Phil looked down at herself and shrugged, "There's the shrugging again, you people and shrugging."

"Ah well...ya know we do it when we don't know what else to do."

"Don't tell me you're winging it on your own." Doctor said while leaning forward and looking at her seriously, Phil had taken to walking more into the room, she nodded up to the balcony area which was around, Doctor looked up and saw a few familiar figures flitting around.

"Oh you clever girl you!" He beamed and looked at her, Phil shrugged again which earned him narrowing his eyes at her. "Stop shrugging! Bad habit."

"I thought idiocy with one look was a bad habit."

"Well gee Phil as much as this conversation is entertaining me I would like to get free, care to help?"

"I cannot."

"Huh? What? Why?"

"Because," Phil said while a figure slid to the side from behind her, the figure held a gun to her head.

"Don't point that at her!" Doctor shouted at the shadow which slinked its way away from her and to him, "I didn't mean point it at me!"

"So little Philippa Knight it is so nice of you to join us." The shadowy figure said, Phil narrowed her eyes, all she had to do was act as bait while Amy and Rory managed to get Doctor free. How would that work when he was being held at gun point?

"Well I never got the invitation."

The figure laughed and looked at her, it had features which kept shifting and rearranging, it was like it didn't know how to look. "I'm sure you didn't." It said, it was hard to distinguish what gender it was just like its appearance its voice kept on shifting in tone.


	82. Chapter 82

82

"So how are you since America?" The shadowy figure asked, Phil crossed her arms and looked directly at it. "I'm sensing something's up." It joked and laughed dryly she rolled her eyes and held up her hands with the palms facing her.

"Oh well looky there! What nice nails you have!"

"Phil?" Doctor said truly confused, shaking his head he rethought over everything he had learnt from Nihon and everything from America. "Oh no." He said while realizing that the beginning of this all was when the shadows caught her in America. Doctor mentally kicked himself he should have grabbed onto her hand and dragged her out of that building, but he didn't, by doing that he could have prolonged this all...the thought trailed off and ended with; what happens happens.

"How does that feel?"

"Isn't that slightly stupid? I can't feel anything."

"That's a shame, what about your eyes? How are they fairing? Taste?"

Phil stuck out her tongue which had a gross grey black tinge to it, "I see everything is going to plan there then. The closer you are to being like us the better."

"Pfft," Phil rolled her arms again, "Yeah even if I did become more like you I wouldn't hold someone at gun point knowing they can regenerate." Phil said simply, the shadow figure pointed the gun back at her.

"You can't though can you?" It asked and then jumped when two figures appeared behind him, Phil flung the screwdriver over to them, Amy caught it and undid the ropes and that which kept the Doctor tied to the chair.

The figure pointed the gun at the three of them, "You people are all the same." Naramiel spoke from the balcony, "You are outnumbered, the destruction of the world is not to happen by your hands, and not just yet." With the attention of the figure up on Naramiel Amy grabbed Doctors hand and teleported him to where Phil was standing.

"Aha! You're taller!" He simply pointed out while measuring where she came to, Phil still only just came to his shoulders. "Erm guys? I don't think talking about that here is a good thing." Rory pointed out while eyeing up the figure still pointing a gun at them.

"Oh look at you! Just put it down before you actually hurt someone, you haven't got the nerve to shoot someone let alone fatally harm them. Look all of your friends have left because they know this is a failing cause." Doctor said while straightening his jacket and looking at the figure, more shadows flitted forward only to fall to the ground with the sound of creepy music. Doctor turned and looked at Phil who gave a shrug, "Seriously that's the third time you've shrugged please stop that bad habit! Bet you caught that from Nicky boy..." Doctor trailed off when the gun got fired and Phil jumped back.

Turning at looking at the shadowy figure, who now wore a twisted smile, "With her death Darkness will happen Doctor!" He took a step forward only to have Core members and Ice Warriors intercept his path. "No! Let me through!"

"Come on Doctor we have to get out of here! They can deal with it!" Amy exclaimed while crouching near Phil, "You said you wouldn't die!" She exclaimed while wiping her eyes, the unconscious and seemingly dead body of Phil got taken away from her by Doctor who had picked her up and walked towards the exit.

Naramiel stood at the doorway, she looked over the group and moved aside to let them leave, she took a step forward, "Not totally selfish but I didn't want you to die either." She walked into the main room and looked at the figures which had been taken as hosts by the Spheretors. Looking towards the main figure which was being held at gun point she put her hands in her pockets.

"Life imprisonment or death? Do you deserve a fair trial?"

"Can't we just kill him?"

"That's called murder, I am not a murderer," Naramiel answered one of the Ice Warriors, "Lets go."

"Leave?"

"Yes leave." Naramiel turned and looked at a figure leaning against the door frame. "You were rather silent there, your best friend just got shot."

"She will be fine." Nick answered while looking away from the small object he was holding, "I have all my trust in her that she will be fine. We had a little chat back on Earth of what to do, and hopefully all will be fine."

"What brings you here?"

"Well you see, I am going back into the bounty hunter line of work, and that there," Nick pointed to the figure still being held at gun point. "Is going to possibly feed me for the next fifty years of my life."

"In that case he is all yours."

"Cheers darlin'," Nick said in a mock cowboy accent and walked up to the figure, "Come along don't look so down! You're only going to be in suspended animation for the rest of your life." Nick grinned and hand cuffed him, "I hope you didn't tell Phil about us knowing each other?"

"As if," Naramiel said while crossing her arms, "It hurts me enough to be rescued by a human let alone a Trion."

"You're so self conceited," Nick laughed and disappeared thanks to the teleporter watch he'd made at home on Earth. Naramiel looked at the small sphere on the ground and turned to leave, Nick had left a present of a bomb in the building, the bomb would blow up the whole building and more or less half of the surrounding area.


	83. Chapter 83

_Gah! Two more chapters and then it's finished ;A; how weird is that? I have to admit that this has finished rather quickly xD_

_Never mind...as soon as the last two chapters are posted up i'll post up the new chapter of the sequel. Woohoo! Back on a writing roll! :D Thank you gap year you're being used wisely! xD_

_Thanks for fav'ing and reviewing and everything else which i'm to distracted to list now (multitasking between watching a documentary and this xD)_

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><p>83<p>

Amy and Rory stood near the console, Doctor had taken Phil to her room and had been up there for several minutes. Several seconds later he reappeared less than pleased, "Is she alright?" Rory asked, Doctor looked up at him and shook his head.

"_Hello! Ni hao! H__allo! I have to admit I don't actually know how to speak Chinese but I learnt German out of sheer boredom!_" Phil the hologram said, the surrounding area behind her was that of her room. Doctor jumped down the stairs and stood staring at the smiling hologram with wide eyes, not a single person knew how to record messages apart from him, which just lead to how did she?

Phil was a very good enigma, "_Just so you know, I asked TARDIS to take you to Besseme, I reckon by the time we get there it will be night._" Phil nodded thoughtfully and then sighed, "_I am sorry, and I do not really want to do the whole, 'If you're seeing this then I'm dead' thing...I asked TARDIS to play this if she couldn't sense my presence when we got back on board._"

"She knew?" Amy said while wiping her eyes, "She knew all along that she was going to get killed? What was the point of all of this then?"

"_Oh the questions you must have, yes Amy and Rory I am recording this while you're downstairs, that is why I'm taking so long. And just so you know, no I didn't need an extra jumper it obviously didn't add to me being bullet proof._" Phil said sarcastically while crossing her arms, behind her was a golden glow which caught the Doctors attention as he tried to divert his attention between Phil and the glow.

"Why Besseme?" Rory asked while putting a finger to his chin in thought, Phil had told them that Besseme was the place where they'd done the quick visit, "Does it have something to do with that thing?"

"Thing?" Doctor jumped and looked at Rory, "Thing? You met a thing? She met a thing? What was this thing you're on about?" Doctor rambled and looked at the confused man who was still trying to process the words from the rambling Time Lord.

"_Oh! I knew Nick was there, you don't but I do. He's a bounty hunter again! Don't know how to feel about that, Doctor that cult lunatic is now in suspended animation and will be forever, he will always be living in a Trion cell. So! The Darkness really won't be a problem again, how nifty?_" Phil said happily, Doctor frowned at her rambling, Phil wasn't one for rambling, the only time she rambled was when she was scared.

"Come on Rory! The thing what was it?"

"It was tall," Amy answered instead of her husband. "Tall and...green."

"Tall and green? Yes that is very descriptive because there's not a hundred things in the world which are tall and green." Doctor rolled his eyes Amy just stared at him and then ran a hand through her hair.

"It was tall green, didn't speak, had loads of tentacles?" Amy paused trying to remember the exact appearance of the thing Phil was with. "It drained Phil's psychic energy because she said it would help summon Ashes into the world...whoever that is." Amy gave a lazy and confused shrug, Doctor's face lit up and was about to say something when TARDIS kicked into life, a few minutes later it stopped.

Walking over to the door Doctor pushed it open and looked at the long grass fields of Besseme. He instantly recognized Amy was on about the Fendahl, yet again Phil had thought of things which hadn't even crossed his mind. Not that even if she did have her psychic energy would it stop her from being shot, frowning he turned and looked back to the hologram which was smiling and rocking on its heels.

"_Figured it out?_"

"What's she on about Doctor?" Amy asked when he ran back up to the console and looked at the hologram, who was still smiling dead ahead towards the direction of the door. Phil looked up at him and pouted, "_You're not using that thing in there!_" She tapped her head and grinned, Doctor nodded slowly and turned to look at a confused Amy and Rory.

"Simple, it's all so simple now! Why are the simplest things so effective?" Doctor flung his arms in the air and then looked at them. "She thought of it all, you know I really take you people for granted but every so often you just do something so...genius!" He grinned and clapped his hands together. "Phil already said it, they were going to use her as a host, her psychic energy would be used to summon Ashes into the world, following so far? Good! Great! So what do you do? What would anyone do? You put a cap on that metaphorical tap, hah...that's kind of funny considering she's unlimited. But anyway! Drain the energy so when the inevitable happens what they thought would happen doesn't actually happen, got it?"

"But she still died." Amy said sadly while looking at the ground, the hologram waved a hand towards her rucksack not saying anything. Reaching down Amy pulled out a sketchbook, "Always with a sketchbook," Doctor said while taking it when Amy waved it at him. Looking over the sketches he frowned, they were mainly all of today and more importantly of her unfortunate death.

But the golden glow, looking over the hologram he frowned, Amy pulled Rory towards the door figuring that Doctor wanted to be on his own for a moment.

"_I really am sorry for not telling you, I think I should have got Nick to show you that book then maybe we could have figured something out. But then I don't know what we would come to considering you are, I mean were a hostage._"

"You're so silly Phil," Doctor shook his head and closed the book, he turned and looked towards the door just as the hologram message cut out and he was left holding a book in an empty console room.

"What are you looking at?"

"The door." Doctor answered and then looked around, standing beside him a little worse for wear and holding onto her limp arm was Phil.

"Huh...it's a very nice door." She shrugged and then yelped when he dropped the sketchbook and wrapped his arms around her tightly. "Ow please be careful I got shot."

"You're not dead!"

"Well...I certainly feel it, but how? I heard my message from upstairs while trying to get my legs to move. I died, like...black tunnel light at the end life flashing before my mind, I died."

"Well," Doctor mused and turned to the console, easily getting the message back up he pointed to a golden glow. "Do you know what that is?"

"Light flare?"

"Light flare? What? How did you even come to that decision?"

"Doctor...I just died...I still feel rather like a lead weight give me some slack."

"Fine alright," he said childishly while switching the message off and turning to look at her. "That my dear confused friend is-" he got cut off by Amy screaming and running up to Phil and holding onto her tightly. "Never mind."

"Phil! Oh my god I can't believe it! You were dead...you were...dead..." Amy took a step back and looked at her, "You're not a zombie are you?"

"If I was I would go for his brain first," Phil jerked a thumb to Doctor who put his hands over his head and took a step away from her. "You shall not have my brain!"

"You're fine," Amy smiled and looked to Rory who had a rather similar confused expression as to what she had a few seconds ago. "But how? You died, like I held onto you when you got shot and there was nothing."

"Well I was just explaining that until you so kindly interrupted." Doctor said while crossing his arms and giving the three of them a nod. Phil looked to Amy and Rory who just looked at him dumbly, "What?"

"Kindly interrupted? When I came in it looked like you were killing her with confusion." Amy stated, it was true when she walked back in Phil did look rather confused. Doctor just pointed a finger at her while Phil took to walking down the stairs, "Excuse me a moment," she strained to say while practically collapsing out of the door.

The three of them ran after her, crouching down to help her up Doctor looked towards a familiar friend of hers. "You have a small, and when I say small, I mean utterly tiny nearly untraceable amount of the TARDIS in you, clearly she did not want you to die, but even so that smallest amount is still killing you."

"That was her and not a light flare?"

"Stop calling her a light flare!"

"So Phil is still going to die?" Amy asked while taking a step back from the two of them when they were both standing straight.


	84. Chapter 84

84

Phil managed to struggle over to where the Fendahl was standing, "Oh two visits in one day...never saw this coming." She sighed and took a step forward from Doctor, who had been death gripping onto her arm. "If I have psychic energy put back into me...will I still die?"

"I don't know," Doctor answered honestly, Idris only survived an hour and that was without the added benefit of being shot. Phil had the strain of having her psychic energy taken from her by the Fendahl and then had the unknowing moment of the TARDIS phasing into her body. By that happening there wasn't any other energy to settle an established order, and then she got shot. Totalling the time up Phil only had several minutes left until, like Idris, she did in fact die. Although if she did if it was any consolation Darkness wouldn't happen because of the leader now being under lock and key thanks to Nick.

Doctor frowned lightly, he'd need to have yet another visit to that man, he was becoming much of an enigma like Phil was.

"Great ok," she said nervously, behind the two of them standing near the TARDIS nervously was Amy and Rory who were watching in hesitation. "I need my psychic energy back, I'm really sorry but I may be unlimited but at this point in time I'm not. As soon as you drained it out of me I would have already got some back."

"You can partially blame sexy for that."

"She's stopping me from recharging my psychic energy?" Phil turned and looked at him, Doctor nodded slowly and then waved his hands at her. "Get on with it woman! Seriously..."

Phil looked at him confused and then back to the Fendahl, "Thank you, really. I think that's all I can say but I feel like it is not enough." It was a rather touching moment and in any other circumstances Doctor would enjoy witnessing this.

Phil looked down at the ground and jumped when several tentacles started to wrap themselves around her, soon several become twenty and twenty became fifty. The more tentacles it used to channel her energy back into her the less chance of her dying from shock would happen. Slowly the figure of Phil got laid down in the long grass of Besseme and stayed motionless while the moment was happening.

Doctor took a step back and sat down, Amy walked over and dragged Rory with her. "Is she alright?"

"Well," he answered and looked at her, "I think so."

"You don't know?"

"For once no I don't." Doctor said truthfully while looking up at the sky, it was silent amongst the small group until the Fendahl retreated and disappeared into the nearby woodlands of the planet. "My head feels heavier."

"Memories!" Doctor cheered and shot up, "Memories and sudden life! Welcome back Phil!"

Phil looked up at him from her laying position, "Thank you." She smiled and looked up at the sky, Doctor looked behind him at the Comet Flowers.

"I think I now know why you asked to come back here." Doctor laid down beside her, Phil yawned and heavily lifted her hand up to rub her eyes. She ended up hitting herself and wincing, "Maybe you just shouldn't move for a moment?"

"Yeah," she said while flopping her arm back down, mobility was something she'd need to get used to thanks to now having two energies in her. "Why did I come back?"

"You like fireworks."

"Oh yeah!" Phil grinned and watched the flowers exploding, "Not only that it seemed like the most logical place to meet the Fendahl. It is now going to live here."

"Yeah now that you say that meeting it in Arcturus would be very problematic." Doctor said while jumping up and holding his hands out to her, "Come on lazy Phil lets get going." Phil waved her hands up at him, "You call that moving?"

"Lead weight."

"You can only pull that excuse for so long." He smiled and gripped onto her hands, pulling her up he helped her to walk back towards the TARDIS. Amy jumped up alongside Rory and looked at her, "Are you alright now? Not going to fall and nearly die anymore?"

"Well I think I'm alright now."

"You're more than alright! Look at you all shiny and new."

"You make me sound like a piece of machinery."

"You have a partial machines consciousness in you." Doctor pointed out while walking inside the police box, Phil walked slowly after him. "That's so cool!" He cheered and looked at her, Phil raised an eyebrow at him. "Idiocy with one look, I didn't miss that trait." He looked to the side and then looked back at his three friends.

"I guess we should be getting you two home huh?"

"Yes especially considering we're not meant to be with you anymore," Amy pointed out while walking up the stairs, Rory helped Phil up them too and looked at him. "We have missed you though."

"Not the precarious moments, but we have missed your company." Rory said while making sure Phil was holding tightly onto the railing. She smiled at him and thanked him just before the TARDIS kicked into life.

"I hope we meet again," Amy said while looking at Phil, she was looking less like a member of the living dead and more like a human. "It was...eventful?"

"I think eventful is all you can call it, it wasn't enjoyable at all." Phil huffed and crossed her arms, Amy laughed agreeing with her words. Giving Phil a quick hug Amy turned to say bye to the Doctor again.

Waving the two of them off they both walked back into the police box.

"Can I drive?"

"You can't drive her, seriously you wouldn't know what to do."

"Is someone jealous that someone apart from him can drive sexy?" Phil pouted and spoke in a very childish tone. "How does this work?" Phil asked while frowning.

"Ha! I knew you couldn't drive her!"

"I didn't mean that, I meant...having a part of her in my head?" Phil asked honestly while looking up at him, "You know I had it all planned in my head?" She smiled warily and fidgeted on the spot.

"You were certain that you were to die?"

"Yeah."

"I've had many moments like that, actually recently I had a moment like this. Low and behold! I live! Thanks to friends though." Doctor said while remembering his whole near death experience, Phil nodded slowly and hummed thoughtfully. "What does it feel like?"

"Warm." Phil smiled and walked up the stairs to the console. "Very warm...and fuzzy...oh!" She exclaimed suddenly and ran down the stairs past him and down the other set of stairs. Leaning down to look through the grating Doctor shook his head, "What are you doing?"

"I'm giving her a hug!"

"Why?"

Phil stopped hugging the cylinder part of the console and looked up at him through the grating. "She saved my life!" Phil grinned and went back to giving the console a hug, "I think I'm caught in wires...no no I'm fine!" She said while untangling herself from the console, Doctor shook his head and walked up to the console.


	85. Chapter 85

_Gah! Have the ending xD_

_Was sooooo going to upload it tomorrow, but pfft! The sequel can be uploaded tomorrow. A new week a new story. Woop! :D_

_Thanks to everyone who was following this story though! I hope you enjoy the next one just as much ._

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"So everything's alright?" Phil asked while having the screwdriver scanned in her eyes, Doctor thought it would be a good idea to double check she was a hundred percent alright. Where she got shot, which ended up being her shoulder, was bandaged up and her arm was in a sling.

"Well," Doctor said while holding up her good arm and checking her pulse. Phil looked at him awaiting the answer. "You seem rather normal."

"Normal?"

"Yup! Normal."

"Normal would be any other person, I don't think I fit into that category anymore."

"I don't think you ever fitted into that category Phil." Doctor laughed and let her wrist go, Phil looked up at him. "I mean it in a good way."

"Right right." Phil nodded and took to playing with her sling, Doctor crossed his arms and rocked on his heels slightly. "So how does this work then?"

"Well you're still you just with a piece of her in you." Doctor explained, "I don't quite know how little of amount you have of her, but it's clearly enough to have saved your life."

"Is anything likely to be different?"

"Well..." Doctor trailed off thoughtfully and sat next to her, the two of them were sitting on the stairs looking towards the door. He thought over how Idris was with the whole TARDIS conscious in her, she was a rambling raving woman but even still she was rather amazing. Looking sidewards at Phil he smiled slowly, "You may ramble."

"Oh good grief, on the extent you do?"

"I do not ramble."

"You do," Phil corrected him with a nod and looked at her hands, it seemed like from getting shot to the TARDIS giving her a tiny bit of her consciousness the small amount of Darkness which was in her had left. "I think I took TARDIS for granted you know?" Phil asked but her words sounded more like a statement, Doctor looked at her interestedly wanting to know where she was going with her words. "Appearances can be deceiving, I just always thought that she was just a way of getting from A to B. No offence!" She waved her hands for defence. "I never knew she was so strong."

"Oh do you hear that? Phil has had her opinions changed!"

"Shut up," she nudged him in the ribs, "I don't think there's a way for me to make it up to her."

"I don't think she's aiming for you to." Doctor answered while clapping his hands together, "She likes you."

"I think it's a little more than that," Phil stood up and walked up to the console, Doctor jumped up from the stairs and stood opposite to her at the console. "She doesn't like seeing you lonely, it's as simple as that." Phil smiled and looked at the many keys and dials. "It all makes sense...that's a cup holder...tea!" Phil ran off up the stairs, shaking his head Doctor watched was she reappeared, "We have no tea."

"You seem somewhat upset over that."

"Yes," she answered, Doctor couldn't help but laugh at her childish expression and her odd off tangent ramble moment. He did prewarn her, and he was rather sure she wouldn't know that those moments would happen. Phil stepped to stand back next to the console, "We shall go shopping!"

"Yes," Doctor pointed a finger at her. "Yes we shall we are also missing Jammy Dodgers."

"The most amazing biscuit to ever exist."

"Exactly my point Phil, exactly my point." Doctor nodded while Phil grinned, he smiled back happy that everything eventually sorted itself out and that he didn't have to witness his friends death.

Although there were a few things which needed to be chased up, but those things would get seen to eventually when he could see fit to it.

"So!" Jumping and shooing her out of the way he looked from the dial and keys to her. "Where to?"


End file.
